HomeMy WebLinkAbout94-00148
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081432060399 Cumberland County - Orphans Court
ORC621
,Case No 1995-00612
Case Name: VALK RANDALL L Age
. Docket Entries
Page
1
~'lled
7/21/95
1 APPLICATION FOR CITATION
~~
7/25/95 2 CITATION
8/16/95 3 STIPULATION AND ORDER OF COURT
8/22/95 4 ANSWERS
8/30/95 5 REPLY TO NEW MATTER
. 6/18/96 6 PETITION FOR EVIDENTIARY HEARING AND ORDER
.. -'-'.'~-'-"'~'-'''''.~'''''''''''''''-''''''''--'--
8/09/96
8/27/96
7 ORDER OF COURT-HEARING CANCELLED
8 PLAINTIFF'S MOTION TO COMPEL ANSWERS DIRECTED TO RICHARD P.
VALK
9/18;96 9
10/10/96 10
10/28/96 11
, <'\. ,
12/06/96 12
12/12/96 13
ANSWER AND NEW MATTER OF RICHARD P VALK TO MOTION TO COMPEL
ANSUERS DIRECTED TO RICHARD P VALK
REPLY TO NEW MATTER OF RICHARD P. VALK TO MOTION TO COMPEL.
ORDER OF COURT~ TO SCHEDULE A HEARING-JUDGE HESS
ORDER OF COURT--IN RE; PLAINTIFF'S MOTION TO COMPEL
IN RE6' PLAINTIFF'S MOTION TO COMPEL--PROCEEDINGS HELD BEFORE
THE H NORABLE KEVIN A. HESS,J.
8/22/9714 PETITION FOR EVIDENTIARY HEARING
. 9/05/97 15 PETITION FOR EVIDENTIARY HEARING
11/19/97. 16 ORDER OF COURT- TO SCHEDULE A HEARING DEC. 22,1997
12/12/97 17 ORDER OF COURT-HEARING FOR DEC. 22,1997 IS HEREBY CONTINUED.
3/02/98 18 PETITION FOR SPECIFIC PERFORMANCE
. 081432060399 Cumberland County - Orphans Court
ORC621
Case No 1995-00612
Page
2
3/02/98
19 ORDER OF COURT -PETITION TO APPROVE SETTLEMENT IS DISMISSED
3/05/98
20 PETITION FOR SPECIFIC PERFORMANCE AND FOR APPROVAL OF
SETTLEMENT AGREEMENT.AND ORDER OF COURT-JUDGE HESS
3/09/98
21 NOTICE OF SERVICE
4/17198
22 PRAECIPE - O'BRIENL BARIC & SCHERER WILL NO LONGER BE REPRESENTING
PLAINTIyF, RANDALL L. VALK. ALL CORRESPONDENCE TO: .
RANDALL L. VALK.
4/27198
23 ORDER OF COURT--JUDGE HESS
5/07198 24
5/20/98 25
5/29/98 26
6/03/98 27
6/08/98 28
6/24/98 29
7/06/98 30
7/24/98 31
MOTION TO WITHDRAW AND ORDER OF COURT-JUDGE HESS
PETITIONER'S ANSWER TO RESPONDENT'S PETITION TO ENFORCE A SETTLE-
MENT PROPOSAL - PRO BE RANDALL L VALK
ORDER OF COURT-- O'BRIEN,BARIC & SCHERER TO WITHDRAW APPEARANCE
IS GRANTED.
PETITION FOR ATTORNEY'S CHARGING LIEN & ORDER OF COURT- JUDGE
RULE
IN REL PETITION FOR SPECIFIC PERFORMANCE AND FOR APPROVAL OF
SETTL~MENT AND ORDER OF COURT-- JUDGE HESS
ANSWER TO RULE TO SHOW CAUSE-FILED BY RANDALL L. VALK
PRAECIPE - TO ENTER THE APPEARANCE OF MICHAEL L BANGS, ESQ AS
ATTORNEY FOR THE PLAINTIFF.
8/06/98
" L""/'
BRIEF IN SUPPORT OF PETITION FOR SPECIFIC PERFORMANCE AND APPROVAL <
OF SETTLEMENT. ./'
.'''~'
32 ORDER OF COURT- HEARING DATE OCT. 2,1998.-JUDGE HESS
8/10/98
33 SETTLING DEFENDANTS' MEMORANDUM
8/10/98
34 SETTLING DEFENDANTS' MOTION FOR LEAVE TO AMEND PETITION FOR
SPECIFIC PERFORMANCE AND APPROVAL OF SETTLEMENT AND ORDER
OF COURT-JUDGE HESS.
9/02198
35 ORDER TO CONTINUE UNTIL OCT. 23,1998-JUDGE HESS.
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RANDALL L. VALK,
PLAINTIFF
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNlY, PENNSYLVANIA
V.
DAUPHIN DEPOSIT BANK
AND TRUST COMPANY, a division :
of DAUPHIN DEPOSIT CORPORATION :
and RICHARD P. VALK,
DEFENDANTS 21-94-148 ORPHANS' COURT DIVISION
OPINION IN SUPPORT OF ORDER OF JULY 17. 1995
BAYLEY, J., September 19,1995:-
On February 16, 1994, plaintiff, Randall L. Valk, filed a complaint in the
Orphans' Court against defendants, Dauphin Deposit Bank and Trust Company, a
division of Dauphin Deposit Corporation, and Richard P. Valk. The complaint was
served on both defendants by the Sheriff. Plaintiff avers that on May 28, 1964, Paul'
Valk, settlor, executed a trust agreement, for which he, plaintiff, was a beneficiary.
The trust agreement is funded with two thousand shares of the stock of a closely held
cooperation, Valk Manufacturing. Defendants are co-trustees of the trust agreement.
Plaintiff avers that Dauphin Deposit Bank breached its duties as a co-trustee by
eighteen specific acts or omissions, and that Richard P. Valk breached his duty by
thirteen specific acts or omissions. Plaintiff seeks general damages, punitive
damages, costs, expenses, attorneys' fees and interest. Defendants filed prelimimllY
objections to the complaint. On July 17, 1995, the following order was entered:
[t]he preliminary objection of Dauphin Deposit Bank and Trust Company
and Richard Valk to the 'Complaint' filed by plaintiff, IS SUSTAINED.
The Complaint, IS DISMISSED. A proceeding such as envisioned by
21.94-148 ORPHANS' CO.URT DIVISION
. plaintiff In Its complaint ,must be commenced In the Orphans' Court by 8.
petition for the Issuance of a citation. In re: Estate of Freedman, 307
Pa. Super. 413 (1982). The court lacks Jurisdiction over the complaint.
Plaintiff filed a direct appeal to the Superior Court of Pennsylvania from that order.
this opinion Is filed pursuant to Pa. Rule of Appellate Procedure 1925.
The Orphans' Court has exclusive Jurisdiction over both testamentary and inter
vivos trusts. Horner v. First Pennsylvania Banking and Trust Co., 412 Pa. 72
(1963). In In re: Estate of Freedman, 307 Pa. Super. 413 (1982), the Superior Court
of Pennsylvania stated:
The legislature has mandated that such proceedings in Orphans' Court
be commenced by a petition for Issuance of a citation. 20 Pa.C.S. ~
761; see also Hicks Estate, 414 Pa. 131, 199 A.2d 283 (1964); Righter
Estate, '55 D. & C.2d 453 (1972). (Emphasis added).
A proceeding in the Orphans' Court adequately protects all with interests in a
trust. fnre: Estate of Freedman, supra.' Since the Superior Court has held that
the legislature has mandated that the institution of proceedings in the Orphans' Court
to challenge the administration of a trust shall be commenced by a petition for the
Issuance of a citation, and since plaintiff did not file a petition and no citation was
1. In Freedman, plaintiff filed a complaint in the civil division of Allegheny
. County. The complaint was transferred to the Orphans' Court division. PlaIntiff
averred that a trustee had mismanaged trust funds. Plaintiff sought compensatory
and punitive damages for a class conSisting of all those who had an Interest in the
common trust The Orphans' Court struck a punitive damage claim and struck the
complaint with allowance to plaintiff to properly file a petition for the issuance of a
citation. The Superior Court held that, 'A class action is inappropriate for
proceedings before the Orphans' Court division." It affinned the order of the Orphans'
Court while quashing an appeal from the striking of the punitive damage claim as
Interlocutory.
J. A29006/96 -- 1
RANDALL L. VALK,
IN THE SUPERIOR COURT OF
PENNSYLVANIA
APPELLANT
v.
DAUPHIN DEPOSIT BANK AND TRUST
COMPANY, A DIVISION OF DAUPHIN
DEPOSIT CORPORATION AND
RICHARD P. VALK,
APPELLEES
NO. 00603 HARRISBURG 1995
Appeal from the Order entered July 17, 1995 in the Court
of Common Pleas of Cumberland County, Orphans, No. 21-
94-146
BEFORE:
TAMILIA, J., JOHNSON, J. AND MONTEMURO, J.*
MEMORANDUM:
FILEDJUL171996
Appellant, Randall Valk, appeals from an order entered in the
Court of Common Pleas of Cumberland County, Orphans' Court
Division (Bayley, J.). We affirm.
The instant controversy arises out of a trust created by
Appellant's great-uncle, Paul Valk, on May 26, 1964. Appellant is
a beneficiary of the trust which consists solely of shares of
common stock in Valk Manufacturing Company. On February 17, 1994,
Appellant filed a complaint alleging a breach of the fiduciary
duty owed to him by the Appellees, Dauphin Deposit Bank and Trust
Company and Richard Valko On March 25, 1995, the Appellees filed
preliminary objections to the complaint. The trial court
sustained the Appellees' obj ection, concluding that the proper
commencement for a case in Orphans' Court is a petition for
* Retired Justice assigned to Superior Court.
R. StepbOll Shih..
AUoraey I.D. No. 19258
RHOADS" SINON
One South MartClt Squa:., 12th Floor
P. O. Box 1146
H1nbbulJ. PA 17108.1146
(717)233.5731
AdorDl)'l for Der........
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RANDAlL L. V ALK,
Plaintiff
IN TIlE COURT OF COMMON PLEAS
CUMBERLAND COUNTI,
PENNSYLVANIA
v.
NO. 21-94-148
DAUPInN DEPOSIT BANK AND
TRUST COMPANY, a division of
DAUPInN DEPOSIT CORPORATION
and RICHARD P. VALK,
ORPHANS' COURT DMSION
Defendants
".................0.........0.............. .
PRAECIPE FOR APPEARANCE
TO THE PROTHONOTARY:
Enler our Appearance in the above matter on behalf of Dauphin Deposit Bank and
Trust Company and Richard P. Valk, reselVing the nghtto answer or otherwise plr.ad.
RHOADS & SINON
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By: (\2s~<-\;k,.~S~:bl~_
R. Stephen Shibla
1esse R. Ruhl
One South Market Square
P. O. Box 1146
Harrisburg, P A 171 08-1146
(717) 233-S731
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Attorneys for Defendants
Dated: March 11, 1994
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WHEREFORE, Plaltnlff requests that Defendants be ordered to answer. the
Complaint as stated or, alternatively, Plaintiff be permitfed to amend Its Complaint to be
renamed "Pelilion" and Defendants be ordered to answer the Pelilion.
II. DEMURRER-LEGAL INSUFFICffiNCY OF PLEADING
4. Plaintiff's Complaint alleges various acts of negligence on the part of the co-
trustees. See. e.g., paragraphs 21 (a) through (r) and 30 (a) through (m).
4. Admitted.
5. The Trust Agreement attached as Exhibit "A" to the Complaint, however,
specifically provides in Article Second, paragraph 5, as follows:
'The Trustees shall not be liable or responsible in any way for any loss
or depreciation resulting from the purchase, exchange, retention or alteration
of any security or other property purchased, exchanged, retained or altered by
them in good faith and in no event shall the Trustees be liable for any error
of judgment or for anything done or omitted to be done pursuant to any
power herein given except for their Own wilful misconduct. The Trustees have
been given the discretionary powers conferred by this Article because the
Settlor believes that the unrestricted exercise thereof by the Trustees, free
from the possibilities of having their account surcharged, for loss or
depreciation, will seIVe the best interest of the trusts."
S. Admitted.
6. The above provision is binding and enforceable under Pennsylvania law and
exonerates the co-trustees from liability for the allegations of negligent acts or omissions set
forth in the Complaint.
6. Denied. On the contrary, these allegations are conclusions of law which
require no further answer and strict Proof thereof is demanded. By way of further answer,
Article Second paragraph 5 of Exhibit "A "to the complaint speaks for Itself and establishes
a standard of "good faith: Moreover, the cited provision addresses the loss or depredalion
of a trost asset not the failure to coiled the rightful Income generated by a trost asset.
~
2.
RANDALL . VALK
v
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
DAUPHIN DEPOSIT BANK AND TRUST
COMPANY, A DIVISION OF DAUPHIN:
DEPOSIT CORPORATION AND :
RICHARD P. VALK
21-94-148
IN RE: ARGUMENT CONTINUED
ORDER OF COURT
AND NOW, JUNE 23, 1995, by agreement of counsel, the
above-captioned matter is hereby continued from the MAY 31, 1995,
Argument Court List, counsel to relist when ready.
By the Court,
~JaiEg,
arold . She y, P,J.
~.
Robert L. O'Brien, Esquire
R. Stephen Shibla, Esquire
Court Administrator
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. RANDALL L. VALK,
PLAINTIFF
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
V.
DAUPHIN DEPOSIT BANK
AND TRUST COMPANY, a division
of DAUPHIN DEPOSIT CORPORATION :
and RICHARD P. VALK,
DEFENDANTS 21-94-148 ORPHANS' COURT DIVISION
ORDER OF COURT
AND NOW, this 17th day of July, 1995, the preliminary objection of Dauphin
Deposit Bank and Trust Company and Richard Valk to the "Complaint" filed by
plaintiff, IS SUSTAINED. The Complaint, IS DISMISSED. A proceeding such as
envisioned by plaintiff In its complaint must be commenced in the Orphans' Court by
a petition for the issuance of a citation. In re: Estate of Freedman, 307 Pa. Super.
413 (1982). The court lacks jurisdiction over the complaint.
Robert L O'Brien, Esquire ~ ::0
For Plaintiff ~~
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R. Stephen Shlbla, Esquire F
For Defendants .....
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THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
, PENNSYLVANIA
RANDALL L. VALK,
Petitioner
v.
DAUPHIN DEPOSIT BANK AND
TRUST COMPANY, a division of
DAUPHIN DEPOSIT CORPORATION
and RICHARD P. VALK,
Respondents
21-94-148
: ORPHANS' COURT DIVISION
NOTICE OF APPEAL
NOTICE is hereby given that Randall L. Valk, Plaintiff above
named, hereby appeals to the Superior Court of Pennsylvania from
.
the order entered in this matter on the 17th day of July, 1995.
This order has been entered in the docket as evidenced by the
attached copy of the docket entry.
'Respectfully submitted,
O'BRIEN, BARIC & SCHERER
BY:
Robert L. 0' Esquire
I.D. II 28351
Attorney for Plaintiff
17 West South Street
Carlisle, PA 17013
(717) 249-6873
DATE:
?/..2JC?S"'
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08/15/95
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,f'UFi.";'!;'. ,.":. ~i;',:.'i:/..V<,i~i
SUPERIOR:COURTOF ,PENNSYLVANIA'
': :', i, ",.., OFFICIAL, DOCKET,.
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:i;., rr.~: DOCKET #. 00603HBG95
I
FULL CAPTION.
001T. RANDALL L VALK ",i)'"
V
002E DAUPHIN:DEPOSIT BANK AND TRUST COMPANY,
A DIVISION OF DAUPHIN DEPOSIT CORPORATION AND
RICHARD P VALK
COUNSEL
TITLE
,28351 ROBERT L OBRIEN
17 WEST'SOUTH STREET
CARLISLE, .PA 17013
19258 . R STEPHEN SHIBLA
ONE SOUTH MARKET SQUARE
POBOX 1146
HARRISBURG, PA 17108-1146
FOR MAIL
001T Y
717-249-6873
002E Y
717-233-5731
CONSOLIDATED DOCKET NUMBER
BACKGROUND DATA
TRIAL COURT RECORDS
CATEGORY:'
COURT NAME:
COUNTY:
JUDICIAL DISTRICT:
CASE TYPE/CHARGE:
TRIAL COURT CHARGES:
JUDGE (S) :
DISPOSITION TYPE:
DISPOSITION DATE:
APPEAL FILE DATE:
DISPOSITION ENTERED:
TRIAL CRT DOCKET NO. :
OFFENSE TRACKING NO. :
OR
ORPHANS
CUMBERLAND
09
BAYLEY, E
ORDER ENTERED
07/17/95
08/07/95
21-94-148
STATUS INFORMATION
08/29/95 DOCKETING STATEMENT DUE
09/16/95 I,OWER COURT RECORD DUE
DOCKET ENTRIES
08/15/95 NOTICE OF APPEAL
08/15/95 DOCKETING STATEMENT EXITED
FOR
001T
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T=APPELLANT E=APPELLEE
*=COURT APPOINTED
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Superior Court of Pennsylvania
Office of the Prothonotary
434 Main Capitol Building
P.O. Box 9300
Harrisburg, Pennsylvania 17108
(717) 772-1294
August 15, 1995
Notice of Appeal Docketing
Superior Court Docket No. Assigned
00603HBG95
'ORPIiANS:.COURT
CUmberland COUNTY
Cumberland Cty. Courthouse
Carlisle, Pa 17013
RE: Valk, R V Dauphin Deposit Bank
You are hereby advised that the attached docket
information has been entered into the superior court records
in a case in which you appear as an officer of the court.
Please review this information carefully and notify this
office immediately if you believe correction(s) are in order.
Thank you.
David A. Szewczak
Prothonotary
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6. The above provision is binding and enforceable under Pennsylvania law
and it exonerates the co-trustees from liability for the a11egations of negligent acts or omissions
set forth in the Complaint.
7. None of the acts or omissions a11eged in the Complaint would constitute
wilful misconduct as a matter of law.
WHEREFORE, Defendants request that this Demurrer be sustained and that the
Complaint be dismissed.
m. Demurrer. Le2al Insufficlencv of Pleadinl! Punitive Damal!es.
8. The preceding avennents are incolpOrated.
9. Punitive damages are not available in surcharge proceedings in the
Orphans' Court.
10. In addition and in the alternative, as a matter of law, the Complaint does
not allege sufficient facts or facts of sufficient character, to support a claim for punitive
damages.
- 3 -
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v.
No. 021 - 9'1 - II/ 'i
DAUPHIN DEPOSIT BANK AND
TRUST COMPANY, a division of
DAUPHIN DEPOSIT CORPORATION
and RICHARD P. VALK,
Defendants
ORPHANS' COURT DIVISION
~voU
NOTICE
You have been sued in court. If you wish to defend
against the claims set forth in the following pages, you must take
action within twenty (20) days after this complaint and notice are
served, by entering a written appearance personally or by an
attorney and filing in writing with the court, your defenses or
objections to the claims set forth against you. You are warned
that if you fail to do so, the case may proceed without you and a
judgment may be entered against you by the court without further
notice for any money claimed in the complaint or for any other
claim or relief requested by the plaintiff. You may lose money or
property or other rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF
YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE
THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL
HELP.
Court Administrator
Fourth Floor
Cumberland County Courthouse
Carlisle, pennsylvania 17013
Telephone Number (717) 240-6200
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RANoALIPL. VALK, .i.i,;")",
Plaintiff
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:,nj:IN THE COURT'OF'COMMON"PIIBAS OF','
CUMBERLAND COUNTY, PENNSYLVANIA
':-~':"(.1
v.
No.
DAUPHIN DEPOSIT BANK AND :
TRUST COMPANY, a division of
DAUPHIN DEPOSIT CORPORATION
and RICHARD P. VALK,
Defendants
ORPHANS' COURT DIVISION
COMPLAINT
AND NOW, this 9th day of February, 1994, comes the plaintiff,
Randall L. valk (hereinafter "Randall Valk"), by and through his
attorneys, 0' BRIEN, BARIC & SCHERER, and respectfully represents as
follows:
1. The plaintiff, Randall Valk, is an adult individual who
resides at 71 Cold Springs Road, Carlisle, Cumberland County,
Pennsylvania.
2. The defendant, Dauphin Deposit Bank and Trust Company
(hereinafter "Dauphin Deposit"), is a division of Dauphin Deposit
Corporation, a Pennsylvania corporation, with a principal place of I;
business located at 213 Market street, Harrisburg, Dauphin County,
Pennsylvania.
3. The defendant, Richard P. Valk (hereinafter "Richard
ValkO), is an adult individual residing at 100 S. Drayer Court,
Carlisle, Cumberland County, Pennsylvania.
4. On or about May 28, 1964, Paul Valk (hereinafter
"Settlor"), executed a trust agreement, which created three (3)
separate trusts, naming Richard A. Valk, Ted P. Valk, and,Randall
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A 'copy', of,:.'iildd
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trust agreement is
attached hereto, marked. as' Exhibit' "A",' and incorporated herein by
reference.
5. The defendants, Dauphin Deposit and Richard Valk, were
named as co-trustees in the said trust agreement.
6. The aforesaid trusts were funded with two thousand
(2,000) shares of Valk Manufacturing stock on or about May 5, 1966,
at which time Dauphin Deposit accepted receipt of the said shares,
as evidenced by documentation from Dauphin Deposit, which
documentation has been attached and marked as Exhibit "B", which is
incorporated herein by reference.
7. Valk Manufacturing is a closely held corporation which
was created by the settlor in or about the 1950's.
B. The trust under which Randall Valk was named as
benefic~ary provided, in paragraph two, ARTICLE FIRST, as follows:
2. The Trustees shall not ma'ke any
distribution to the respective beneficiaries
of the trust estates, either corpus or income,
before such beneficiary shall have attained
the age of thirty-one (31) years, retaining
during such period of time the corpus as well
as all accumulated income which shall be added
to and made a part of the corpus, and
investing and re-investingthe same under the
directions her6after given.
9. The plaintiff, Randall Valk, was born the 14th day of
December, 1957, making him eligible to receive the principal and
income of the aforesaid trust on December 14, 1988.
10. Dauphin Deposit as co-trustee never informed Randall Valk
of the existence of the trust.
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11. Richard Valk as co-trustee never informed Randall VAlk of
2
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){i~';'f':!~~,'-i",~- ,',0' ,,','" ," J:..;'':
. '.' ';.... 'f~lj, .... H, f' 1- I' .,~. 't .-"t" .,:' ,ioio,".', f'
,'i~, v~ . '_.'~_'~~/, W~.
,,:,';',12. The plaintiff, Randall Valk, was 'unaware of the terms, and
provisions of the aforesaid trust, including the date of
termination of the trust.
13. The plaintiff, Randall Valk, after some investigation
wh~ch occurred during 1993, discovered the terms of the trust as
well as the date it was to terminate.
14. Upon discovering the aforesaid information, the
plaintiff, Randall Valk, approached the co-trustee, Dauphin
Deposit, to inquire about the trust, especially concerning his
receipt of the accumulated principal and income.
15. The defendant and co-trustee, Dauphin Deposit, indicated
that they did not possess the stock certificate which comprised the
corpus of the aforesaid trust.
16. By letter dated August 13, 1993, which is incorporated
herein and attached as Exhibit "C", Dauphin Deposit advised the
plaintiff, Randall Valk that the defendant and co-trustee, Richard
Valk, was in possession of the stock certificate, which occurred by
virtue of Richard Valk signing a Receipt of Stock Certificate dated
July 31, 1989, which is incorporated herein and attached a6 Exhibit
"D",
17. The defendant and co-trustee, Dauphin Deposit, has since
regained control of the stock certificate and have offered to
deliver it to Randall Valk in accordance with the terms of the
trust.
18. The defendant and co-trustee, Dauphin Deposit has offered
3
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Randall Valk, anything of value in excess of the aforesaid stock
certificate representing income or substantial appreciation in the
value of the trust now, or at any time during the approximately
tw~nty-three (23) years the trust was in existence.
19. The defendant and co-trustee, Richard Valk, has not
provided, nor has he offered to provide to Randall Valk, anything
of value in excess of the aforesaid stock certificate representing
income or substantial appreciation in value of the trust now, or at
any time during the approximately twenty-three (23) years the trust
was in existence.
COUNT I - BREACH OF TRUST
RANDALL VALK V. DAUPHIN DEPOSIT
20. Paragraphs one through nineteen are incorporated herein
by reference and made a part hereof.
21. The defendant, Dauphin Deposit, breached their duty as
co-trustee of the above-referenced trust in ways which include, but
are not limited to, the following:
a. Failing to advise the plaintiff, Randall Valk, of
the fact that said trust was created for his benefit or that said
trust existed;
b. Failing to keep accurate, thorough, and complete
records regarding the activity of said trust;
c. Failing to provide the plaintiff, Randall Valk, with
quarterly, semi-annual, annual or periodic records concerning the
4
of the trust and beneficiary;
m. In failing to ensure that the co-trustee, Richard
Valk, exercised his duties and powers as co-trustee in a manner
such that the interest of the administration of the trust was
forwarded over his personal interests;
n. In failing to ensure the growth of ,the corpus of the
said trust;
o. In failing to make certain that the trust produced
income;
p. In failing to ensure that the co-trustee collected
income from the trust;
q. In willfully defaulting relative to its duties as
trustee, by delegating all powers and duties regarding the
administration of the trust to the co-trustee, Richard Valk;
r. In permitting the corpus of the said trust to be
paid over to the co-trustee, Richard Valk, at its end, without
making certain that said stock was delivered to Randall Valk in
accordance with the terms of the trust agreement.
22. As a result of the acts or omissions of Dauphin Deposit
as set forth above, the plaintiff, Randall Valk, has suffered
damages in excess of $20,000.00.
WHEREFORE, the plaintiff, Randall Valk, prays this Honorable
Court to enter judgment in its favor and against, Dauphin Deposit
for damages, costs, expenses, attorneys' fees and interest in an " .
6
RANDALL VALK V. DAUPHIN DEPOSIT
23. Paragraphs one through twenty-two are incorporated herein
by reference and made a part hereof.
24. The defendant, Dauphin Deposit, is a professional trust
company with expert knowledge and skill in the area of the
administration of trusts.
25. The defendant, Dauphin Deposit, represents itself as an
expert in the area of the administration of trusts, and thereby
induces settlers to utilize their trust services, as explained in
their promotional literature, which has bean attached hereto,
incorporated herein and marked as Exhibit "E".
26. The defendant, Richard Valk, as majority stockholder of
I,
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,
Valk Manufacturing, was in a position to exert great control over
.
Valk Manufacturing, to the detriment of the minority shareholders.
27. The defendant Dauphin Deposit recognized, or should have
recognized, the inherent conflict of interest which existed for the.
co-trustee, Richard Valk, because of the control he had over the
minority shareholders of Valk Manufacturing and the aforesaid
trust, the corpus of which was minority stock of Valk
Manufacturing.
28. The defendant Dauphin Deposit's acts and/or omissions, as
more fully set forth above, are intentional, willful, reckless and/
or wanton and occurred with a reckless disregard for the rights of
the plaintiff, Randall Valko
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$20,000.00.
COUNT III - BREACH OF TRUST
RANDALL VALK V. RICHARD VALK
29 . Paragraphs one through twenty-eight are incorporated
herein by reference and made a part hereof.
30. The defendant, Richard Valk, breached his duty as co-
trustee of the above-mentioned trust in ways which include, but are
not limited to, the following:
a. Failing to advise the plaintiff, Randall Valk, of
the fact that said trust was created for his benefit or that said
trust existed;
b. Failing to keep accurate, thorough, and complete
records regarding the activity of said trust;
j
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c. Failing to provide the plaintiff, Randall Valk, with
quarterly, semi-annual, annual or periodic records concerning the
principal, income and/or other activity of the aforesaid trust;
d. In failing to collect dividends relative to the Valk
Manufacturing stock which was the corpus of the aforesaid trust;
e. In failing to exercise the rights of the
beneficiary, Randall Valk, at the annual Valk Manufacturing
shareholders' meetings;
f. In failing to exercise the rights of the
,beneficiary, Randall Valk, at the annual Valk Manufacturing board
of directors meetings;
8
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election 'of the 'board of, directors of
interest of the beneficiary, Randall Valk;
h. In failing to ensure the preservation and exercise
the
of the minority shareholders' rights represented by the aforesaid
trust;
i. In failing to ensure the growth of the corpus of the
said trust;
j. In failing to exercise his duties and powers as co-
trustee for the benefit of the trust and beneficiary;
k. In failing to exercise his duties and powers as co-
trustee in a manner such that the interest of the administration of
the trust was forwarded over his personal interests;
1. In failing to make certain that the trust produced
income;
m. In failing to collect income relative to the trust;
31. As a result of the acts or omissions of Dauphin Deposit
as set forth above, the plaintiff, Randall Valk, has suffered
damages in excess of $20,000.00.
WHEREFORE, the plaintiff, Randall Valk, prays this Honorable
Court to enter judgment in its favor and against Dauphin Deposit
for damages, costs, expenses, attorneys' fees and interest.
COUNT IV - PUNITIVE DAMAGES
RANDALL VALK V. RICHARD VALK
32. Paragraphs one through thirty-one are incorporated herein
by reference and made a part hereof.
9
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'II'a'" '. 19
I · I
between PAm; VAI...'<, SE'l"rLOR, and RICHARD PAUL VALK and DAOPHIN DEPOSIT.
TRUST COMPANY, TRUSTEES.
IV ! T N E SSE T H:
----------
That ~~e Settlor for and in consideration of the trust here-
~y assumed by ~~e said Trustees, as well as of the. sum of One ($1.00)
Dollar, lawful money to htm in hand paid, the receipt whereof is here-
by acknowledged, has bargained, sold, assigned, transferred and set
over unto the said RIC'dARD PAUL VAL'!.. and DAUPHIN DEPOSIT TRUST COMPANY!
all the securities, inves~ents, moneys and other property in the
,,) schedule hereto attached and made a par: hereof designated as SCREDULZi
"A" and 1'" .. t t' tl . t t t"" d
, a - nJ.s r:.gn, J. e, J.n eres , propeli' y, c_al.!:l ana ae:na.n
in and to the said property and every part thereof.
TO HAVE .~ TO HOLD, receive and take the securities and
investQents. moneys and other property hereby assigned. or mentioned
and int'ended so to bE;. together with any additional'sum of money,
securities or other property which may be transferred by the said
Settlor to be held under the terms hereof, unto them, the said
RICHARD PAUL VALK and DAUl'RIN DEPOSIT TRUST COMPANY, to and for their
,)
only proper use, benefit and behoof forever.
IN TRUST, NEVERTHELESS, for the benefit of the Settlor's
grandchildren, RICHARD ALLAN VALK, born the 23rd day of April, 1954,
. .
EXHIBIT "A"
,',-,' ............:..'-1 ,r.._. ,i ......,
A.l:!.TICLE FIRST - BENEFICLUU:ES
1. The Trustees shall divide the said trust estate into
three (3) parts, equal in value, each to be set up as a separate trust
to be known as Trusts "A", "B" and "c" for the benefit of the Settlor's
grandchildren, lUCRARD ALLAN V}.J..'{, TED PAUL VAlK and RANDALL LYNN VAL"t,
respectively.
2. :he Trustees shall not make' any distribution to the
respective beneficiaries of t~e trust estatas, eit~er corpus or income,
) before such beneficiary shall have attained t:.e age or thirty-one (31)
years, retaini::.g during such period or time tb.e aor?us as well as all
acc=ulated income which shall be added to and :nade a part or the
corpus, and investing and re-investing t.'1e same under the directions
hereinafter given.
3. NOl:"..ith~tanding the provisions of paragraph numbered 2
of this Article FIRST, the Trustees hereunder are authorized and em-
powered to use and e.'Cpend that portion of the estate to which a bene-
ficiary may be entitled, either principal or income, directly, as they
in their sole discretion as Trustees shall de~ necessary or desirable
for the medical care, support, education or general welflrre of such
)
beneficiary without the intervention of a guardian or committee and
.
EXHIRIT II A II
'-2-
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4. As each beneficiary shall have attained the age of
thirty-one (31) years, the Trustees shall pay over to him the entire
trust estate of such beneficiary, both principal and income as it may
then exist and thereby the t:ust estate of such beneficiary shall
terminate and all such t:ust property shall pass to and vest in such
beneficiary free from all t:usts provided herein.
5. If a benef~cia~J shall die 'before he shall have
.,)
the age of thirty-one (31) years, then the T~~stees shall pay over the
princi?al and any undistr~=ut=d income of his t~~st
.
beneficiary, per stirpes, when each of said issue shall ar=ive at the
age of ~Nenty-one (21) years. If any of such issue shall die before
he or she shall attain the age of ~Nenty-one (21) years, ~~en ~~e
principal and any undistributed income of the t:ust for such dec~ased
issue shall be held and/or distributed by the Trustees to or for the
then surviving issue, per stirpes, of the original beneficiary of the
trust estate. if any, and in default of such issue, or if a beneficia
shall die before attaining the age of thirty-one (31) years without
leaving issue then surviving, then the principal and income of the
trust for such issue or deceased grandchild of the Settlor shall be
) added in equal shares to the other trusts herein created and shall be
held and dist:-ibuted by the Trustees upon the same truSts and Umitati
EXHIBIT "A"
-3-
tion shall be Iilade as though such trust estate was
6. In the event that all the beneficiaries and their issue
,
shall die before the ter.nination of the t:usts herein created by the
distribution thereof at the times hereinabove provided, then the undis-
tributed principal and income shall be paid over a~d distributed to
Settlor's son, Ric~ard Paul Valko In ~\e event ~\at Settlor's said
son be not then living, the undistributed principal and income
paid over and distributed to Settlor's issue, then surviving, per stirp
and in default of suc~ issue the undistributed princ~pal and income
,)
shall be divided int~ as many equal shares as shall equal in number
those of the Settlor's brothers and sisters who shall then be living
and ~\ose of the Settlor's brothers and sisters who shall then be de-
ceased leavL~g issue th~~ living, and the Corporate Trustee shall pay
over and distribute one suc~ equal share to each such living brother
and sister and one such equal share to the ~\en living issue of each
deceased brother and sister, in equal shares, per stirpes. In default 0
all of the afor~entioned, the undistributed principal and income shall
paid over and distributed to charities to be selected by the Corporate
Trustee.
,
7. Whenever the term "issue" is used in this T:ust Agree-
)
ment, it shall be taken to mean and include descendants by adoption
as well as by blood and in the case of an adopted person it shall
EXHIBIT "A"
-4-
4;.J.{ rA ,
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8. Should any beneficiary hereunder at any t:tme become
. ". ' ;. .-
. . . I
mentally or physically incapacitated, the Trustees her~der are
authorized and empowered to use and 8.'Cpend that portion of the estate
'". ,
to which such beneficiary may be entitled, either principal or incou'~
'. . . . . ", '0: .e' . eO _~". '............
directly, as they in their s'ole discretio'n'as TrUstees 'shall deem. wise"'"
for such beneficiary, without the intervention of a guardian or com-
.
'. "
mittee and without: being requi:ed to apply to any court fOl: pe::nission
to make such 8.'<penciit'.lres. ?a~1lIlent to or fOl: such beneficiary shall
in no wise be deemed to relieve the parents of any obligation to sup-
"
,)
port: or mai..."1tain such beneficia:Y', or to be in dischal:ge of any such
obligation. NO~Ni~hstanding any provisions hereinbefol:e provided for
.
distribution of principal, the T=ustees shall continue to hold the
t=ust: estate during his or her incompetency and pay over to such
person upon at~aining compet8."1cy (if such person should die before
attaining competency, then to his or her personal representative at
' . '
)
his or her death), the principal and any accumulated income thereof.
The payment of principal to any beneficiary he::eunder designated to
receive said principal at certain ages shall govern the vesting of
such principal and' not the latte::- provision.
9. Anyt."ling herein to the cont:rary notwithstanding, no
l:n1st herein created shall terminate later than twenr:y~one (21) years
a~ter. the death. of the last survivor of RICHARD AIJ..AN VALK, 'rED PAUL
EXHIBIT "A"
-5-
persons then entitled as hereinabove provided.
conve?, an.cl deliver the tru:'t estates then in !:heir possession to the ' , f
,,-' "
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1. The Trustees shall immediately take p~ssession, manage-
....... . .
ARTICLE SECOND -, DUTIES AND
POWERS OF TRUSTEES:'
'. .
, '.
.
ment and control of all th~ property giv~n to them, as heretofore
specified, and shall diligently and faithfully manage, conserve, care
for, protect and conttol tIle property of,the.,trusts and eVery part'
thereof;'
)
2. ~e Trustees shall hold, invest and reinvest the corpus
~
or these trusts, collect the income'therefrom. and pay over the net
.
income to the deSignated beneficiaries as hereinbefore provided.
3. And generally in all matters ,not herein specified, the
Trustees shall have and are hereby given and granted, for the interest
of t,;,e beneficiaries, full and complete power in t,;,e management and
control of the trust property.
4. Without in any wise limiting the generality of this
grant of power and in addition to and not in limi~tion of any auth-
ority given them by laT07, the Trustees are hereby e.'tpressly authorized
and empowered in the case of p.ach of the trusts hereby established:
(a) To hold, manage and control the trust property
)
and fNe:ry part thereof.
......
EXHIBIT "A"
-6-
.-" .... ',-
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~'.. ,.'."..
as
for to the purchaser or purchasers t.'1ereof without any, ob~igation on,
..... .' '"
, .
the latter to see to or be :esponsible for the ap~lication of the pur-
'.... .' . I"
~M"_ ..-~~ ,.'.. t.., .. ~,,:,,""
,': r. ..
chase money,
.
(c) To improve or ot.'1e:-.;ise develop any property
belonging to t~e t:-~sts, including the right and power to make leases
upon any proper:y for any te~ by them de~e4, appropriate, including
the right to make such lease for a period of years in ~~cess of five
(5) years, eve~ though longer ~'1an the probable ~~istence of these
")
trusts. Any lease so ~de shall be valid and binding according to
.
its te:::ns, even though t.'1ese trusts should te:minate before the te:m-
ination of such lease.
(d) To 'demand, receive and collect all revenues 'and'
proceeds arising from the operation or disposition of the trUst'
';properties or any 'part thereof',
(e) To invest and reinvest all funds coming into
their hands as such Trustees, and to change the form of any invest-
)
ment as frequently as they deem necessary or appropriate. In making
invest:nents, the Trustees sha.ll not be restricted by any law now in
~~istence or hereafter adopted, regarding the character of invest-
ments which trustees or other fiduciaries may iuake but'may at dl
EXHIBIT "A"
-7-
.'.
.
considered ot.'1e:"dse inadvisable and even though the holding of the
. .,'t..'...."':" ..
-.- .
same may involve lack of diversification,.~e :rUs~ees shall have
'".. . .' .' . p.' i~'''' .' ,..- :;'.. .~;~. ".,
the authority eo retain such assets but this power shall not be
construed as requi=i.'1g the!ll to retain su6 assets. The Trustees may
at any time render liquid the trust estate, in whole or in part, and
hold cash or readily marketable sec~rities o~ little or no yield for
such period as they may dee::l advisable. The Trustees may purchase
)
or sell corporate stocks and bonds throu~~ a broker or brokers and
may maintain such brokerage accounts in ~~eir name.
(f) In their own names sue and defend in all courts
or quasi'-judic:.al bodies in all matters relating to the trust property
or its affairs with or wit.'1out disclosing their trusteeship, and with-
out being required to make the beneficiaries a party thereto.
(g) Bor::ow money for the purposes of the trusts and
to secure such indebtedness by deed or trust, pledge of any trust
property, or mortgage, and to e."Cecute an accompanying ~ond authoriz-
ing confession of jUdgment, and plain or collateral notes, or other
evidences of indebtedness.
)
(h) Acquire and pay the pr~ums. upon policies of
life insurance upon the life of any of the ~l!J18ficiaries he~~i1. w.hen:"
EXHIBIT "A"
-8-
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/','r.,
w:l.th
, ,,~r,{. ,~ "::,'.., '.':,'r ,.~;,;~;~'~~~~I1...,~~,,~:/ >,~~'
such 'insurance and annuity contracts as'; may 'be
"::"" .' ""::"::';~:~-:":_-. ,'\,:1
to !:he end !:ha t !:he benefits !:herefrom w:l.ll be used for' .
appropriate,
'"
.,- "
M, '. I
!:he purposes he:ein specified and ultimately go as is herein provided. i
..' " ,,~ :",'<;:i:::';:> '. . ,..;',. :
for !:he remainder o~ !:he t::us,t property.,..:~:.,;;y.;"~~~'~,::....,,,,<.~~,~_,~......,..;
. .--. ',' ":,", ": ...~:-~..I ::.".:;'~!"...'. "," .
(i) To use the income or principal and to pay !:he ,.
" '
premiums on any life insurance acquired by the t::ust estates by pur-
chase, aSSignment, transfer, bequest or gift, In no event shall
income or principal be applied to ~~e paymen~ of pr~iums on policies
of insurance on t~e life of t~e grantor a~cept policies of insurance
"
j Internal Revenue Code or 1954.
irrevocably payable for a purpose specified in sec:ion 170 (c) of the
by !:he Trustees may be applied in whole or in part for the payment of
(j) The dividends on all life insurance policies owned
premiums on such policy or policies.
(k) It is ~ressly un.derstood and a~eed !:hat !:he
Settlor is not obligated to pay any premiums or assessments on any
life insurance pOlicy.
(1) To make distribution of !:he assets of !:he trust
estates in kind in accordance with prooer valuations.
(m) The Trust.ees may become a party to any reorgani-
zation, consolidation, merger or o!:her capital readjustment of any
. ,
)
corporation, !:he shares or securities of which may at any t:1me be held
;,.,;'"j
EXHIBIT "A"
-9-
'.,
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though tfi.ey'wei:d~
'0" ," '''~j....:;~. roo \ ,\1~~~~ .
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or securities, and may deposit with any ,colllllliteee or depO'~r~ow.1tui:~ . ,
" :.. . .
.... "0
i
surant to any plan or agreement of reorganization, consolidation, merget
.. .... ::~:~:;..:~.. ":,~~:':"''': . " . i.'j
'or'readjustment, any property held in trust and'maymake' payments."
.':.:!~~~:<;;~b..~~~~'_ .~.~ ':.'f" ;,~'7;.~:" ~':~..,... ~
from the corpus of the trust estates of any cbirges or asseSSlllents .
imposed by the ter.ns of any plan or agreement of reorganization, con-
solidation, merger or readjuscnent and ~y receive and continue to
hold in t~st any property allctted to the trust estates by reason of
"
its participation therein.
(n) The Trustees may invest ~~e assets of the t~~sts
or any part thereof in a part:lership and for such purposes may become
a partner either general or limited.
(0) The Trustees may e:tercise conversion or subscrip-
don rights appurtenant to any shares, bonds or other securities at
any time held in t=ust, or may use such portion of ~e corpus of the
trust estates as may be necessary therefor, or in the discretion of
the Trustees may sell any such rights.
(p) The Trustees are hereby fully authorized to unite
with other owners of securities, similar to any held by them at any
time in the trusts, to effec~te or carry out any plan for restrict-
ing the sale and/or fixing a valuation of those securities which
fom a portion of the trust estates, and to receive, purchase and
.. EXHIIlIT' 'W'
-10';'
.
. ,,0':"._
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)
': .~." ", ' .
join in a voting t:ust or other similar ar::angement p~rm.tted by law
. "...~....: '. .,~. I .... ~ ;... .~. ...,,,...::....: ~.:~, ' .
and as often as may be deemed advantageous. ~ :,:,.:.,: ,:".,.!';:;'t:. r' ,
.' '" '., ~,.1. _'. . . ../....~! ." .... ........,.
.' . . ~ .... ..,.... .. ...;L.r.... \...... ..~.....
(r) The Trustees need not establish~ any siri.king fUnd,',,~
to amortize t.'le premiUlll a't which any investment or" reinvest:n~nt may
be purchased, received or held, unless they deem it wise.
(s) The Trustees may payout or the corpus or income
...
received r:om the t:ust estates all expenses of the t:usts and all
ta.~es which may be prope:ly assessed against the t:ust estates or
any beneficiary thereof by any duly consti~~ted taxing authority.
(t)
To pay, compromise, cOmDound, adjust, submit to
. ,
arbitration, sell or release any claims or demands or the t:usts
against others or or othe::s against the t:ust on suc.'l tems as they.
may deem advisable, including the acceptance of deeds of real property
in satisfaction of bonds and mortgages, and to make any payments in
cotmection therewith which ~'llBY deem advisable.
(u) To execute and deliver any and all instruments
in writing and acknowledge which they may dea advisable to carry
out any of the forego in:; powers. No party to any suc!l instrument
"
in writing signed by tIle Trus1:ees shall be obliged to inquire int~;
its validity, or be bound to see
to the application by the Trustees
. ~.
EXHIBIT "A"
-11-
todians,
.....
. , .
and such othe: persons as they may deem advisab~e, in the arlm4,,4,stra_
'. ":':.. .:.~. :"':-., . ;:'-:.'.: ,:,'. .
-" "_ tion of the t=usts c::eated he::eby and to make such paiments"i:h~refor
.1-.:1~.~::'." .... . ..~. ~":'..~.i.,....".':":-""';"'Io~'.-:-,."': "....o'.,..;.
. as they may deem ::easonable, and to charge the e."q)ense thereof to ""
.
income or principal as ~~ey may dete~ne. and to delegate to such
pe::sons any disc::etion which ~~ey may deem prope::.
(w) To make cont:ibution~ t~,cha:itable and religious
i I
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.
organizations or funds and all othe:: organizations the cont::ibutions
)
to which constitute an income tax deduction unde:: ~~e Fede:a1 Income
Ta:c law.
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(x) To e.~ercise all powe:: and au~~orit7. including
any disc::etion conie::ed in ~~is' Trust Agreement, after the te~ina-
tion of any t=ust c:eated he::ein until th.e same is fully dist:ibutai.
(y) For greater convenience, the assets of the t:::usts
herein created may be commingled in .one or more funds and any assets
may be registered in the name of a nominee or nom:.nees and securities
may be held in bearer fo=.
.
s. The T:::ustees shall not be liable or re!Oponsible in any
)
way for any los~ or depreciation resulting from ~~e purchase, e.~hange,
retention or alteration of any security or other prope:ty purchased,
exchanged, retained or altered by them in good faith"and in no event
EXHIBIT "A"
-12-
'0. .-
,
('~l ....,',;-.~".">"I.: ,.fi',....l.,.'I':....:; ",',,': ..... "r'~.~-'\I"(~". .:~:t"'!:.~r~,,.,\ <'l~~':;'.
d~scretiona1:Y powers conf~ed 'tSy~diif-lmiCle b~ca:use. the' se'e
. \~ ....... '.
believes thae t.'te unrestriceed e:tercise t.'tereof by !:he 'Trustees, free
. .'~. .. . . . . . --. .'. . '. ..", .
. . from the possibilieies of having their account surcharged; :~or ios; 0':::'
....~:....7...~.'~. . . ... ".~, ;.....:.....-~..:':.:t...: ':::.'.t..'
. depreciation, will serve the best'interest of the trUses: ....:.
AltTICU THIRD - ADDITIONS TO CORPUS
1. The Settlor shall have the right to convey and transfer
to, and deposit wit.'t, or cause to be conveye~ and transferred to, and
deposited with t.'1e Tr-.lstees any other or fut'.l:::e real or personal prop-
. ) erty or securities, which shall l:.'1ereupon become a part of the cO:::,?IlS
of the several trusts and shall be held Cy t.'1e Trustees upon the same
.
terms and conditions as the property or security hereby transfe::::::ed.
2. The Trustees shall have t.'1e rig.;"t to accept for adminis-
tration hereunder g;fts of property made to the trusts by others t.'tan
the Settlor. Such gi~ts may be made on te=s and conditions different
than herein contained.
3. Whenever above or elsewhere in this instrument, refer-
ence is made to the trust property or trust estates, the parties intend .
that it shall apply, not only 'to the original corpus of the !::Usts but
to all changes therein, the revenues derived therefrom and all rein-
) vestments and acquisitions of any kind at any time held by the Trusteils
EXHIBIT "A"
-13-
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AlU'ICLE Fo6RTR
1. .0\11 income and/~r corpus payable
~der these
. .
.. ,,' ".-
. ~ .': .
be f:~e and
ligations and anticipations or those of any other.person, and all
net income payable to any beneficiary hereunder shall be paid to him,
her or th~ respectively, for his, her or their e~clusive use and
. ...
benefit and his, her or their recei?t alone from time to time, as
such income ~y become due and payable, and not by way of anticipa-
'.:.) tion, shall be a sufficient discharge for the same. It is intended
that all income and corpus payable to any beneficiary hereunder shall
not be in any way pledged, appropriated, disposed of or parted with
by anticipation before the same shall have acc~~ed and become due and
payable, nor be subject to ~~ecution, attachment or sequestration,
for the debts or lia~ilities of any person whatsoever.
.
ARTICLE rom ';" _ACCOUNTING BY ~';rRUSTEES'
)
forth therein a detailed list of all the investments of the trust.
EXHIBIT "A"
.... .
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Company, its successors
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...... '.
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1. Any Trustee designated herein may re,sign by giving
written notice to t:..'le other Trustee and the adult beneficiaries
of the trusts, said notice to be sent by registered or certified
mail and such resignation shall become effec~ive l:..'lirty (30) days
after the mailing or such notice.
')
3. The Trustees shall not be required to r.lr:lish any
bond or security for the performance of t:..'leir quties hereunder.
4. Whenever the word "Trustees" is used in this Trust
Agreement, it shall be construed to mean any and all successor
Trustees.
ARTICLE SEVENTH - IRR..'<"VOWLE TRUST
1. The Settlor hereby acknowledges and declares that
profiting by his ~~erience that good years are followed by bad years,
that in the exercise of caution and considering the possibilities of
changes in his future and especially in econollli.c conditions that the
) trusts are created for the purpose or makin~ certain financial provisic
EXHIBIT "A"
.'
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Let's look at a second example:
a,mard a outlived his wile. and now has three Chi~
dren and several grandchildren. The children are
doing well. Mr. B. wants his grandchildren to have
the advantage 01 his proQ.ertv when thev..3.!a..Qld
enouqh to manaQe their own finanCial anal!S. In
dQQlllon. he wants hiS money :0 oe availaole to his
children, snould any ono of them ever need it.
The answer, again. is a trust. Mr. B. can provide
in his W/I/ that his property is to be held in trust lor
the grandchild<.Qn. The trustee will be authorized 10
make payments to the children. should the need
arise. The trustee's main jOb will be to invest Mr.
B:s funds wisely, accumulating an aven larger fund
for the grandchildren.
Charles C has a variety otassels. Sy funding a sin.
gle trust in his will with insurance proceeds. retire.
ment plan inlerests. and investmenlS. his assels
would be unified. He could direct his asselS. by way ot
the trust, to accomplish specific purposes. or help
specific persons under cenain concitions. College ed.
ucation for a grandChild. Music iessons tor a talented
niece. Medical bills of a special rei alive. A car on the
occasion ot a gOdson's graduation. A loan toward the
purChase of a business. Trusts can be desIgned for
specllic Circumstances, or they can be flexible.
Reasons For
A Corporate Trustee
A corporate trustee is usually named for two pri-
mary reasons:
(1) corporate trustees have personnel who
speCialize In investments:
(2) a corporate trustee-and only a corporate
trustee-provides assurance of continuing
service for the remainder 01 the surviving
spouse's life.
Other Important reasons that move many family
heads to select a corporate trustee. rather than a
trusted rei alive or busi,ness partner, include the
practical experience. financial responsibility. and
impartiality of the corporate trustee. But most im-
portant 01 all is the assured continuity and perma-
-2-
nence 01 such an institution. An Individual. any
individual. is subject to unexp,ctecllllness" accI-
dent. and even death. None of these risks affect
our service because we are not dependl!ntuP9n
a single individual. Should any m'mberof our staff
be unavailable for any reason. another Individual
slands ready to step into his. or her, shoas.
The person who places his or her estate in. trust willi
us is nOI concerned about today or lomorrow. Estate
planning Is advance planning. Trusts are lor people
whO are concerned about what may happen as lime
passes-people who have enough loresightto know
that unexpected trials and tribulations may befall tam-
ily memoers. Trusts are for long-range caring.
A Trust Is Not
Prefabricated
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A trust is planned and worded specifically with
your property, and the needs of your family, in
mind. Your finances, the members ot your family,
and their IUlures will be different in many respects
from other families'. The trust that you plan with
our experienced help and Ihe counsel 01 your
altorney can, in most instances. provide the best
assurance to your family that the same type 01
practical financial.protectlon which you provide
now will always be available.
When you name us as your trustE!e. you are telling
us. in essence: '" am trusting you1'llln the future man-
agement of my property. I am relying on your integrity,
experience and judgment/or the sole purpose 01 pro-
viding my family with financial security and freedom,
from unlamiliar responsibilities."
We do not accept such responsibility IiQhllv. When
we are named as a trustee, we are r.ommitled to fully
carrying out your intentions.
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Benefits Of A Trust Ii
~:~m~:n~~~: in your Will can provide three pri- !,.....'.;.
(1) Management that will assure maximum R.. '~
nancial security for benetlclaries 01 the,
trust. i'
-3-
EXHIBIT "B"
.... ~,.. .-.... ... .
,.. . ...
i
;
(2) Preservation or growth 01 the value 01 the
trust assets. Keeping taxes and other costs
to the minimum is part 01 this task,
(3) F/exibilily that is essential to deal success-
fully with unpredlc:able future events.
Management. Professional trust management
can provide continuing supervision for property
. leltto a tinancially inexperienced beneticiary. Such
supervision is 01 obvious importance il the paten.
tlal beneficiary (or beneliciarles) is a minor-a
child or grandchild, for example, Although the
importance 01 immedlately.available professional
management may be less apparent in the case 01
a surviving spouse, it is no less reai. In most cases,
protective trusts for spouses are simply a recogni.
tion 01 the spouse's financial inexperience; the
management skills 01 the professional trustee,
combined with the property itsel'. create a legacy
that will truly provide for the spouse's long-term
support.
It has been our experience that many surviving
spouses prefer the financial security of protes.
sional trust services, The oeneflciary who has no
background in investments is often burdened-not
relieved-by the sudden acquisition of a large sum
01 cash and/or securities.
Example: Donna D's husband had always super.
vised all tinancial matters. After her husband died,
Mrs. 0 was unprepared to assume a new sel 01 duties.
Fortunately. a trust continued :0 supervise her invest-
ments-just as her husband had. Moreover, Mrs. 0
had a simple and truthful answer to those who ap.
proached her for loans or with risk "opportunities."
Her husband had specified that the trust was to be for
Mrs. D's exclusive benffo'
Preservation or Growth. II your Will names us
as your trustee, we will provide continuous, highly
quatllled management lor your property as long as
the trust is in ellect, whether lor one or more gen-
erallona.
Our officers and staff members are carefully
chosen for character. ability, and tinancial Judg.
ment. As your trustee, It will be our responsibility
-4-
to manage your assets in accordance with the
terms 01 the trust, and with orudence.
This does not mean, however, that we will eon.
tine trust investments to government bonds, or
similar "safe" investments, unless your trust pro-
visions direct us to do so. " investment decisions
are left to our discretion. we will maintain a care-
lully balanced and diversified program. based on .
the group judgment 01 a commillee 01 senior ex.
ecutives.
Flex/bllify. Trust prinCipal can readily be made
available for the special needs ot beneficiaries,
Our investment pOlicy changes as circumstances
change. and to meet the needs ot present and
futu re beneficiaries. " there are several benefl.
ciaries 01 the trust, it is often advisable to give the
trustee authority to distribute income and principal
among the beneficiaries in accordance with their
individual economic needs.
A trust under your Will not only assures flnan.
cial protection for your primary beneficiary (most
likeiy, your spousel, but may have special value if .
minor cnildren, or grandchildren. become primary
beneficiaries in later years. A trust that is to con-
tinue for their benefit may save the cost and incon.
venience of a financial guardian and also provide
greater flexibility in the use 01 tunds for their
maintenance and educations,
Federal Estate Tax
After 1986, estates valued at S600,000 or les$ will
not be subject to Federal estate tax. In tOday's
dollars, S600.0OO may seem substantial enough;
butlWenty-or even ten-years from now. Inllatlon
may very well push many families back up into
taxable brackets-and the minimum tax (on every.
thing over S600,000) is 37%. It would be extremely.
shortsighted lor any individual 10 totally Ignore
available methods lor reducing Federal estate tax,
even though the need may seem remote at. this
lime.
An estate lelt outright 10 successive benell.
. clari.,s-perhaps a wile, children, grandchildren-
-5-
EXHIBIT "E"
.. "
Supe~r Court of Pennsylvania
Office of the Prothonotary
434 Main Capitol BUilding
P.O. Box 9300
Harrisburg, Pennsylvania 17108
(717) 772-1294
August 15, 1995
Notice of Appeal Docketing
Superior Court Docket No. Assigned
00603HBG95
ORPHANS COURT
Cumberland COUNTY
Cumberland Cty. Courthouse
Carlisle, Pa 17013
RE: Valk, R V Dauphin Deposit Bank
You are hereby advised that the attached docket
information has been entered into the superior court records
in a case in which you appear as an officer of the court.
Please review this information carefully and notify this
office immediately if you believe correction(s) are in order.
Thank you.
David A. Szewczak
Prothonotary
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CERTIFICATE AND TAANS~IITTl\L OF RECORD
UNDER
PENNSYLVANIA RULE OF l\PPELLl\TE PROCEDURE
To the Prothonotary of the appellate court
to which the within matter has been appealed:
THE UNDERSIGNED, Mary c. T.pwiR of thl! Court
of Common pleas of Cumber. land county, the said court being
a court of record, do hereby certify that annexed hereto is a
true and correct copy of the whole and entire record, including
an opinion of the court as reouired by Pa. ~. A. P. 1925, the
original papers and exhibits, if any, on file, the transcript of
the proceedings, if any, and the docket entries .in the following
matter: Randall L.Valk
v
Dauphin Deposit Bank and Tr.ust Co
A Di.vision of Dauphin Deposi.t Corpor.ation and
Richar.d p.Valk
in compliance with Pa. ~. A.P. 1931(c).
The documents comprising the record have been numbered
from No. 1 to No. 60 , and attached hereto as Exhibit l\ is a
list of the documents correspondingly numbered and identified with
reasonable definiteness, including with respect to each document,
the number of pages comprising the document.
The date on which the record has been transmitted
to the appellate court is Septemhpr 22 'QQ~
~~ C'J' ~t';'<>
&. I!.I. \l ...:1
f ~\
(Seal of court)
..
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083526092095
ORC621
Case No 1994-00148
Case Name: 'VALK PAUL
Cumberland County - Orphans Court
Age
Docket Entries
Filed
2/ 16/ 1994 1 COMPLAINT
2/28/1994 2 SHERIFF'S AFFIDAVIT OF SERVICE
3/14/1994 3 PRAECIPE
3/25/1994 4 PRELIMINARY OBJECTIONS
4/12/1994 5 ANSWER TO PRELIMINARY OBJECTIONS
9/07/1994 . 6 ROLL 1 BATCH 149 PAGES 1 THRU 16
3/31/1995 7 PRAECIPE TO LIST CASE FOR ARGUMENT.
6/27/ 1995 8 ORDER OF COURT-ARGUMENT CONTINUED.
7/17/1995 9 ORDER OF COURT
8/03/1995 10 NOTICE OF APPEAL
8/09/1995 11 MAILED NOTICE OF APPEAL TO SUPERIOR COURT
8/16/1995 12 SUPERIOR COURT OF PENNSYLVANIA OFFICIAL DOCKET
9/19/1995 13 OPINION IN SUPPORT OF ORDER OF JULY 17,1995
Page,
1
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.
RANDALL L. VALK,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
v.
No.
DAUPHIN DEPOSIT BANK AND
TRUST COMPANY, a division of
DAUPHIN DEPOSIT CORPORATION
and RICHARD P. VALK,
Defendants
ORPHANS' COURT DIVISION
COMPLAINT
AND NOW, this 9th day of February, 1994, comes the plaintiff,
Randall L. Valk (hereinafter "Randall Valk"), by and through his
attorneys, O'BRIEN, BARIC & SCHERER, and respectfully represents as
follows:
1. The plaintiff, Randall Valk, is an adult individual who
resides at 71 Cold Springs Road, Carlisle, Cumberland County,
Pennsylvania.
2. The defendant, Dauphin Deposit Bank and Trust Company
(hereinafter "Dauphin Deposit"), is a division of Dauphin Deposit
Corporation, a Pennsylvania corporation, with a principal place of
business located at 213 Market Street, Harrisburg, Dauphin County,
Pennsylvania.
3. The defendant, Richard P. Valk (hereinafter "Richard
ValkO), is an adult individual residing at 100 S. Drayer Court,
Carlisle, Cumberland County, Pennsylvania.
4. On or about May 28, 1964, Paul Valk (hereinafter
"Settlor"), executed a trust agreement, which created three (3)
separate trusts, naming Richard A. Valk, Ted P. Valk, and Randall
1
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L. Valk as beneficiaries.
A copy of said trust agreement is
attached hereto, marked as Exhibit "A", and incorporated herein by
reference.
5. The defendants, Dauphin Deposit and Richard Valk, were
named as co-trustees in the said trust agreement.
6. The aforesaid trusts were funded with two thousand
(2,000) shares of Valk Manufacturing stock on or about May 5, 1966,
at which time Dauphin Deposit accepted receipt of the said shares,
as evidenced by documentation from Dauphin Deposit, which
documentation has been attached and marked as Exhibit "8", which is
incorporated herein by reference.
7. Valk Manufacturing is a closely held corporation which
was created by the settlor in or about the 1950's.
8. The trust under which Randall Valk was named as
beneficiary provided, in paragraph two, ARTICLE FIRST, as follows:
2. The Trustees shall not make any
distribution to the respective beneficiaries
of the trust estates, either corpus or income,
before such beneficiary shall have attained
the age of thirty-one ( 31) years, retaining
during such period of time the corpus as well
as all accumulated income which shall be added
to and made a part of the corpus, and
investing and re-investing the same under the
directions hereafter given.
9. The plaintiff, Randall valk, WQS born tho 14th day of
December, lSS7, making him eligible to receive the principal and
income of the aforesaid trust on December 14, 1980.
10. Dauphin Deposit as co-trustee never informed Randall Valk
of the existence of the trust.
11. Richard valk as co-truBtee nover informed Randall Valk of
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the existence of the trust.
12. The plaintiff, Randall Valk, was unaware of the terms and
provisions of the aforesaid trust, including the date of
termination of the trust.
13. The plaintiff, Randall Valk, after some investigation
wh~ch occurred during 1993, discovered the terms of the trust as
well as the date it was to terminate.
14. Upon discovering. the aforesaid information, the
plaintiff, Randall Valk, approached the co-trustee, Dauphin
Deposit, to inquire about the trust, especially concerning his
receipt of the accumulated principal and income.
15. The defendant and co-trustee, Dauphin Deposit, indicated
that they did not possess the stock certificate which comprised the
corpus of the aforesaid trust.
16. By letter dated August 13, 1993, which is incorporated
herein and attached as Exhibit "C", Dauphin Deposit. advised the
plaintiff, Randall Valk that the defendant and co-trustee, Richard
Valk, was in possession of the stock certificate, which occurred by
virtue of Richard Valk signing a Receipt of Stock Certificate dated
July 31, 1989, which is incorporated herein and attached as Exhibit
"Oil,
17. The defendant and co-trustee, Dauphin Deposit, has since
regained control of the stock certificate and have offered to
deliver it to Randall Valk in accordance with the terms of the
trust.
18. The defendant and co-trustee, Dauphin Deposit has offered
3
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to provide to Randall Valk the aforo9aid Btock certificate, but
Dauphin Deposit has not provided, nor ha9 it offered to provide to
Randall Valk, anything of valuo in OXCOSS of the aforesaid stock
certificate representing income or substantial appreciation in the
value of the trust now, or at any time during the approximately
tw~nty-three (23) years the trust was in oxiotence.
19. The defendant and co-trustee, Richard Valk, has not
provided, nor has he offered to provide to Randall Valk, anything
of value in excess of the aforesaid stock certificate representing
income or substantial appreciation in value of the trust now, or at
any time during the approximatoly twenty-thr&e (23) years the trust
was in existence.
COUNT I - BREACH OF TRUST
RANDALL VALK V. DAUPHIN DEPOSIT
20. Paragraphs one through nineteen ore incorporated herein
by reference and made a part hereof.
21. The defendant, Dauphin Deposit, breached their duty as
co-trustee of the above-referenced trust in ways which include, but
are not limited to, the fOllowing:
a. Failing to advise the plaintiff, Randall Valk, of
the fact that said trust was created for his benefit or that said
trust existed;
b. Failing to keep accurate, thorough, and complete
records regarding the activity of said trust;
c. Failing to provide the plaintiff, Randall Valk, with
quarterly, semi-annual, annual or periodic records concerning the
4
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principal, income and/or other activity of the aforesaid trust;
d. In failing to collect dividends or failing to
inquire of the co-trustee, Richard Valk, relative to the collection
of dividends from the Valk Manufacturing stock which was the corpus
of the aforesaid trust;
e. In failing to attend the annual Valk Manufacturing
shareholders' meetings;
f. In failing to attend the annual Valk Manufacturing
board of directors meetings;
g. In failing to vote the Valk Manufacturing stock
relative to the election of the board of directors of Valk
Manufacturing;
h. In failing to ensure that the Valk Manufacturing
stock was voted relative to the election of the board of directors
of Valk Manufacturing;
i. In failing to make reasonable inquires of the co-
trustee and/or other officers and/or directors at Valk
Manufacturing to ensure the preservation and exercise of the
minority shareholders' rights represented by the aforesaid trust;
j. In failing to make reasonable inquiries of the
officers and/or directors at Valk Manufacturing relative to the
payment of dividends on the Valk Manufacturing stock;
k. In failing to ensure that the co-trustee, Richard
Valk, carried out his duties properly as co-trustee, by making
reasonable inquiries of him quarterly, semi-annually, annually or
periodically;
5
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1. In failing to ensure that the co-trustee, Richard
Valk, exercised his duties and powers as co-trustee for the benefit
of the trust and beneficiary;
m. In failing to ensure that the co-trustee, Richard
Valk, exercised his duties and powers as co-trustee in a manner
such that the interest of the administration of the trust was
forwarded over his personal interests;
n. In failing to ensure the growth of the corpus of the
said trust;
o. In failing to make certain that the trust produced
income;
p. In failing to ensure that the co-trustee collected
income from the trust;
q. In willfully defaulting relative to its duties as
trustee, by delegating all powers and duties regarding the
administration of the trust to the co-trustee, Richard Valk;
r. In permitting the corpus of the said trust to be
paid over to the co-trustee, Richard Valk, at its end, without
making certain that said stock was delivered to Randall Valk in
accordance with the terms of the trust agreement.
22. As a result of the acts or omissions of Dauphin Deposit
as set forth above, the plaintiff, Randall Valk, has suffered
damages in excess of $20,000.00.
WHEREFORE, the plaintiff, Randall Valk, prays this Honorable
Court to enter judgment in its favor and against Dauphin Deposit
for damages, ccsts, expenses, attorneys' fees and interest in an
6
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"
amount in excess of $20,000.00.
COUNT II - PUNITIVE DAMAGES
RANDALL VALK V. DAUPHIN DEPOSIT
23. Paragraphs one through twenty-two are incorpOrated herein
by reference and made a part hereof.
24. The defendant, Dauphin Deposit, is a professional trust
company with expert knowledge and skill in the area of the
administration of trusts.
25. The defendant, Dauphin Deposit, represents itself as an
expert in the area of the administration of trusts, and thereby
induces settlers to utilize their trust services, as explained in
their promotional literature, which has been attached hereto,
incorporated herein and marked as Exhibit "E".
26. The defendant, Richard Valk, as majority stockholder of
Valk Manufacturing, was in a position to exert great control over
Valk Manufacturing, to the detriment of the minority shareholders.
27. The defendant Dauphin Deposit recognized, or should have
recognized, the inherent conflict of interest which existed for the
,
co-trustee, Richard Valk, because of the control he had over the
minority shareholders of Valk Manufacturing and the aforesaid
trust, the corpus of which was minority stock of Valk
Manufacturing.
28. The defendant Dauphin Deposit' s acts and/or omissions, as
more fully set forth above, are intentional, willful, reckless and/
or wanton and occurred with a reckless disregard for the rights of
the plaintiff, Randall Valko
7
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WHEREFORE, the plaintiff, Randall Valk, prays this Honorable
Court to enter judgment in his favor and against the defendant,
Dauphin Deposit in an amount in excess of $20,000.00.
COUNT III - BREACH OF TRUST
RANDALL VALK V. RICHARD VALK
29. Paragraphs one through twenty-eight are incorporated
herein by reference and made a part hereof.
30. The defendant, Richard Valk, breached his duty as co-
trustee of the above-mentioned trust in ways which include, but are
not limited to, the following:
a. Failing to advise the plaintiff, Randall Valk, of'
the fact that said trust was created for his benefit or that said
trust existed;
b. Failing to keep accurate, thorough, and complete
records regarding the activity of said trust;
c. Failing to provide the plaintiff, Randall Valk, with
quarterly, semi-annual, annual or periodic records concerning the
principal, income and/or other activity of the aforesaid trust;
d. In failing to collect dividends relative to the Valk
Manufacturing stock which was the corpus of the aforesaid trust;
e. In failing to exercise the rights of the
beneficiary, Randall Valk, at the annual Valk Manufacturing
shareholders' meetings;
f. In failing to exercise the rights of the
beneficiary, Randall Valk, at the annual Valk Manufacturing board
of directors meetings;
8
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g. In failing to vote the trust stock relative to the
election of the board of directors of Valk Manufacturing in the
interest of the beneficiary, Randall Valk;
h. In failing to ensure the preservation and exercise
of the minority shareholders' rights represented by the aforesaid
trust;
i. In failing to ensure the growth of the corpus of the
said trust;
j. In failing to exercise his duties and powers as co-
trustee for the benefit of the trust and beneficiary;
k. In failing to exercise his duties and powers as co-
trustee in a manner such that the interest of the administration of
the trust was forwarded over his personal interests;
1. In failing to make certain that the trust produced
income;
m. In failing to collect income relative to the trust;
31. As a result of the acts or omissions of Dauphin Deposit
as set forth above, the plaintiff, Randall Valk, has suffered
damages in excess of $20,000.00.
WHEREFORE, the plaintiff, Randall Valk, prays this Honorable
Court to enter jUdgment in its favor and against Dauphin Deposit
for damages, costs, expenses, attorneys' fees and interest.
COUNT IV - PUNITIVE DAMAGES
RANDALL VALK V. RICHARD VALK
32. Paragraphs one through thiI'ty-one are incorporated herein
by reference and made a part hereof.
9
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33. The defendant, Richard Valk, forged Randall Valk's name'
on the Receipt of Stock Certificate, dated July 31, 1989, which is
attached hereto, incorporated herein, and marked as Exhibit "0".
34. The defendant, Richard Valk, thereafter withheld the said
stock certificate from Randall Valk, and did not disclose the fact
that he possessed the stock certificate, evidencing his intent to
deprive Randall Valk of same.
35. The defendant, Richard Valk, did not disclose his
possession of the said stock certificate nor did he make the stock
certificate available to the plaintiff until called upon to do so.
36. The defendant, Richard Valk, has placed his personal
interests ahead of the interests of the beneficiary, Randall Valko
37. The defendant Richard Valk's acts and/or omissions, as
more fully set forth above, are intentional, reckless and/ or
wanton and occurred with a reckless disregard for the rights of the
plaintiff, Randall Valko
WHEREFORE, the plaintiff, Randall Valk, prays this Honorable
Court to enter judgment in his favor and against the defendant,
Richard Valko
Respectfully submitted,
O'BRIEN, BARIC & SCHERER
Date: '21'''' ft:1l.f_
~~~- --
Robert L. 'Br~en, Esquire
CN # 28351
155 South Hanover Street
CarliSle, PA 17013
(717) 249-6873
II
.....,
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0,)
r:m PAUL VAU<, born the 2nd day of May, 1956 and RANDALL LYNN VAlX,
born the 14th day of December, 1957, beneficiaries, and their SUcces-
sors in interest, if any, to be distributed as hereinafter provided.
ARTICLE FIRST - BEm:FICIAlUES
~~ree (3) parts, equal in value, each to be set up as a separate trust
to be known as Trusts "A", "B" and "c" for the benefit of the Settlor's
1. The Trustees shall divide the said trust estate into
grandchildren, RICRAlU) AI.LAN VAL.,'{, 'l'F.J) PAUL VAlK and RANDALL LYNN VAlX,
respectively.
2. :he Trustees shall not make'any distribution to the
respective beneficiaries of the trust estates, either corpus or income,
J before such benefiCiary shall have attained the age of thirty-one (31)
years, retaining during such period of tice :.'1e cor?us as well as all
accumulated income which shall be added to and made a part of the
corpus, and investing and re-investing ~~e same under the directions
hereinafter given.
of this Article FIRST, ~~e T~~stees hereunder are authorized and em-
powered to Use ande."Cpend that pordon of the estate to which a bene-
ficiary may be entitled, either principal or income, directly, as they
in their sole discretion as Trustees shall de~ necessary or desirable
3. No~~ithstanding the provisions of paragraph numbered 2
for the medical care, suppore, education or g~~eral welf~e of such
) benefiCiary wi:.'louc: the inter/antion of a guardian or cOlllll1ic:tee and
) II EXHIBIT "A"
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wi~~out being required to apply to any court for per.nission to make
~. such expenditures. Payment to or for such beneficiary shall in no
wise be deemed to relieve the parents of any obligatiou to support
or maintain such beneficia:yor to be in discharge of such obligation.
4. As each benefiCiary shall have attained the age of
thirty-one (31) years, ~~e Trustees shall pay over to him the entire
trust estate of such beneficiary, both principal and income as it may
then exist and thereby the trust estate of such benefiCiary shall
terminate and all such trust property shall pass to and vest in such
benefiCiary free from all e~~sts provided herein.
5. If a beneficia~J shall die 'before he shall have attained
..j
the age of thirty-one (31) years, then the Trustees shall pay over the
principal and auy undistributed i~come of his t~~st to ~~e issue of the
beneficiary, per sti=?es, when each of said issue ehall arrive at the
age of ~Nenty-one (21) years. If any of such issue shall die before
he or she shall attain the age or ~Nent7-one (21) years, ~~en the
principal and any undistributed income of the trust for such deceased
issue shall be held and/or distributed by the Trustees to or for the
then surviving issue, per stirpes, of the original beneficiary of the
trust estate, if any, and in default of such issue, or if a beneficiary
shall die before attaining ~~e age of ~~irty-one (31) years without
leaving issue then surviving, ~~en ~~e principal and income of the
trust for such issue or deceased grandchild or the Settlor shall be
) added in equal shares to the other trusts herein created and shall be
held and distributed by the Trustees upon the same truSts and limitat::LoDl
-' ,.
1_, EXHIBIT "A"
IIIW4Q
.......
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and in the same manner as he:einbefore provided with respect to the
'j trust estates created for the Settlor's other g:::andc:hildren and their
issue. If any trust estate had' te:rminated prior to such time, dist:::ibu-
tion shall be made as though such trust estate was t:.i.en being distributed
6. In the event that all the beneficia:::ies and their issue
shall die before the ter.nination of the trusts herein c:::eated by the
dist:::ibution thereof at the times hereinabove provided, then the undis-
, "
t:::ibuted principal and income shall be paid over a~d dist:::ibuted to
Settlor's son, Richard Paul Valko In t:.i.e event t:.i.at Settlor's said
'J
son be not then living, the undist:::ibuted principal ancl income shall be
paid over and dist:::ibuted to Settlor's issue, then surviving, per stirpes'
and in default of such issue the undist=ibuted principal and income
shall be divided int:J as many equal sha=es as shall equal in number
t:.i.ose of the Settlor's brothers and sisters who shall then be living
and those of the See:lor's brothers and sisters who shall then be de-
ceased leaving issue then living, and t:.i.e Corporate Trustee shall pay
over and distribute one such equal share to each such living brother
and sister and one such equal share to the t:.i.en living issue of each such
deceased brother and sister, in equal shares, per stirpes. In default of
all of the aforementioned, the undistributed principal and income shall be
paid over and distributed to charities to be selected by the Corporate
Trustee.
7. iVhenever the ten "issue" is used in this Trust Ag:::ee-
)
ment, it shall be taken to mean and include descendants by adoption
as well as by blood and in the case of an adopted person it shall
/ C EXHIBIT "A"
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include same even though the person shall be adopted after the date
of this Trust Agree:nent.
8. Should any beneficiary hereunder at any t:!.:ne become
mentally or physically incapacitated, the Trustees hereunder are
authorized and empowered to use and expend t~t portion of the estate
to which such beneficia:-y may be entitled, either principal or income;
. '. . .' '.': .... ,;. :.........",.'...
directly, as they in their s'ole discret:!.o'n 'as TrUstees shall deem'~se"'";
~or such beneficiary, Without ~\e intervention of a guardian or com-
mittee and wit.'1out being required to apply to any court for per.n1ssion
to make such e."<penciit-..1res. ?a:1lIleut to or for such beneficiary shall
in no wise be dee:ned to relieve the pare~ts of any obligation to sup-
"
.)
port or mai."l.tai:l such beneficiary', or to be in discharge of any such
obligation. Not-Nithstanding any provisions hereinbefore provided for
. distribution of principal, ~\e Trustees shall continue to hold the
trust estate during his or her incompetency and pay over to such
person upon attaining competency (if such person should die before
attaining competency, ~'1en to his or her personal representative at
his Qr her death), ~\e principal and any accumulated income thereof.
The payment of principal to any beneficiary hereunder designated to
receive said principal at certain ages shall govern the vesting of
such principal and' not the latter provision.
9. Anyt::.ing hereu; to the contrary no t-..n. ths tanding , no
trust herein created shall te:::ninate later than twenty-one (21) years
)
after the death of the last survivor of RICHARD AI.I.AN VALK, TED PADL
.I '/ EXHIBIT "A"
-5-
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V.~ and ~L LYNN VALK, and if any of the trusts hereby created
has not sooner ter:ninatec;\, the Trustees shall at said time pay over,
convey and deliver the trust estates then in their posseuion 1:0 the
persons then enl:itled as hereinabove provided.
... ,." , .
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ARTICLE SECOND - Dtl'l'IES AND
POWERs OF TRUSTEES"
'. .
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1.
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.... :', ;:! .~t..~,.. :-- ..
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.
menl: and control of all the property given to them, as herel:ofore
The Trustees shall immediately I:ake possesSion, manage-
specified, and shall diligently and faithfully manage, conserve, care
for, protect and conl:rol the property of "the.,trusts and eVery part'
I:hereof~'
)
of these trusts, collect the income'therefrom, and pay over the net
2. ~e Trustees shall hold, invest and reinvest the corpus
".
income to the designated beneficiaries as hereinbefore provided.
3. And generally in ail matters ,not herein specified, the
Trustees shall have and are hereby given and granted, for the interest
of t.'1e beneficiaries, full and complete power in tb.e management and
control of the trust property.
4. Wit.'1out in any wise limiting the generaliey of this
granl: of power and in addition to and not in limi::ation of any auth-
ority given the: by laT~, the Trustees are hereby 8."tpressly authorized
and empowered in the case of Poach of the trusts hereby established:
(a) To hold, manage and control the trust property
)
and every part thereof.
1,\' EXHIBIT "A"
-6-
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(b) To sell or 1:0 8.'Cchange any real or personal
property at any time belonging to t.'1e trusts for such prices, upon
such terms, in such way and manner and for such interest and estal:es
. .:....
as they may deem wise, and to make good' deeds and' assignments"...ther~_.
. "
for to the purchaser or purchasers t.'1ereof without anY,ob~igation on
the latter to see to or be responsible for the application of the pur-
. 1 ~ "
. .,' . ~'. . '.. .-.... ,:~~.,;,: ,..' .' . . ~ ':".... ':..
chase money.
(c) To improve or ot.'1er-,.;ise develop any property
belonging to the trusts, including the righl: and power to make leases ~~
,"
"
)
upon any proper~7 for any te:::Il by t.'1em de~e~. appropriate, including
the right to make such lease for a period of years in 8.'Ccess of five
(5) years, even though longe: t.'1an the probable 8.'Cistence of these
trusts. Any lease so made shall be valid and binding according 1:0
i I:s te::ns, even though t.'1ese trus ts should te::nina te before the te::n-
ination of such lease.
)
(d) To'demand, receive and collect all revenues 'and'
proceeds arising from the operation or disposition of the I:nst'
\properties or any.part thereof~
(e) To invest and reinvest all funds coming into
their hands as such Trustees, and to change the fo~ of any invest-
ment as frequently as they dee!ll necessary or appropriate. In making
inves~ents, t~e Trustees shall not be restricted by any law now in
existence or hereafcer adopted, regarding the character of invest-
ments which trustees or other fiduciaries may make but may at dl
/ ,I EXHIBIT "A"
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" ,
)
)
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!!"'''''
:.
,"j
I:imes invest in such enterprises as the Trusl:ees may deem appropriate
including joint enterprises, shares, and securil:ies of corporations
eit:."ler organi::ed or organizing and any ot:.'1er lawful enl:erprise. Even
. 0"
though the holding of such assets by trusteesmight"~rd~rilY be' ,:<:
considered ot.'1e:",olise inadvisable and even though the holding of the
,...:..'......;.: ..
-. .
same may involve lack of diversification, the TrUstees shall have
.' ',' ..,' ...~t..... ',' .:- ::,'. ...;..... : . "
t.'1e authority to retain such assets but this power sha.ll not be
construed as requiri."lg the!ll to retain such assets. The Trustees may
at any time :ende: liquid the trust estate, in whole or in part, and
hold cash or readily marketable securil:i~s o~ lil:tle or no yield for
suchpe:iod as they may dee!ll advisable. The Trustees may purchase
or sell corporate Stocks and bonds throu~'1 a broker or broke:s and
may maintain such brokerage accounts in their name.
(f) In their own names sue and defend in all courts
or quasi~judicial bodies in all matters relating to the trust property
or its affairs with or wit.'1out diSClosing their trusteeship, and with-
out being requi:ed to make t.'1e beneficiaries a party thereto.
(g) Borrow money for the purposes of the trusts and
to secure such indebtedness by deed of trust, pledge of any I:rust
property, or mortgage, and to e.'Cecute an accompanying ~ond authoriz-
ing confession of jUdgment, and plain or collateral notes, or other
evidences of indebtedness.
(h) Acquire and pay t.'1e pr~illll1s upon policies of
life insurance upon the life of any of the beneficiaries herein when
,___ n EXHIBIT "A"
-8-
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")
a trust has been set up for that beneficiary, and annuil:ies measured
by his or her life, taki~g such steps and making such' provisions
with respect: eo
suc~ insurance and annuil:y contracts ~~' may be , .:., ,
' ":" , , ",. : "';!:'.';"'~ " \.:,.'
the end t.'1a t I:he benefits therefro~ will" be used' for' .':
appropriate, to
the purposes herein specified and ultimately go as is herein provided,
" "".~:;....~.~:r-r;':.,', ..,;..
' '. for the remai."'lder o~ the trust property. , '~'::i;,;,;:.,~!'-;:''';;'/'';:':~'':',',:i:<;!i~,: ..,~;.':
(i) To USe the income or principal and to 'pay the
premiums on any life insurance acquired by the trust estates by pur-
chase, assignment, transfer, bequest or gift. In no event shall
income or principal be applied to t.'1e paymen~ of preMiums on policies
of insurance on the life of t!l.e grantor 8.'tcept policies of insurance
irrevocably pa7able for a purpose spec~=~ed in sec::ion 170 (c) of the
)
I~ternal Revenue Code of 1954.
(j) The dividends on all life insurance policies owned
by the Trustees may be applied in whole or in part for the payment of
premiums on suc~ policy or policies.
(k) It is e:rpressly understood and a~eed t:hat the
Settlor is not obligated to pay any premiums or assessments on any
life insurance pOlicy.
(1) To make distribution of the assets of the trust
)
estates in kind in accordance with proper valuations.
(m) The Trust,ees may become a par::y to any reorgani-
zation, consolidation, merger or other capital readjust:nent of any
corporation, the shares or securil:ies of which may at any time be held
. ,
EXHIBIT "A"
C',
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tIIIIII
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in trust. They may participate in any such reorganizatiou, consoli-
dation, merger or readju~t:nenl: to the same extent and 'as 'fully as
thougb. t:hey were the absolute and individual owners .of ,such shares
. ", "',.,.' -:""'".~":~~:-''''''~~''''''
or seeurit:ies, and may deposit with any commil:tee or depository, pur-
'" ..' .
surant to any plan or agreemenl: of reorganiza!:ion, consOlidation, merger, "
" .. . ::'~:'~.;';..,:.. ":'~::':"''''':.''' , i..'
'or 'readjust:nent, any propert7 held in trust ani!' maY-make payments, ,',
. , . ~ ,':,:!~~~"~:;;~'b}";~:~.'... :0.. .:.,~..;: ~'~;.~~ :....''0... '
from the corpus of the trust estates of any cha"rges or assessments '
imposed by the ter:ns of any plan or agreemenl: of reorganization, con-
solidation, merge: or readjust:nent and may receive and continue 1:0
hold in trust any property allated to the trust estates by reason of
".
il:s participation therein.
(n) The Trustees may invest t.'1e assets of the t:'.1sts
,,)..
-
or any part thereof in a part:1ership and for such purposes may becollle
a partner either general or limited.
(0) The Trustees may exercise conversion or subserip-
tion righl:s appur:enant to any shares, bonds or other securities at
any time held in tr-.lst, or may use such portion of t:he corpus of the
trust estates as may be necessary therefor, or in the discretion of
the Trustees may sell any such rights.
(p) The Trustees are hereby fully authorized to unil:e
with ot.'1er owne:s of securities, similar to any held by them at: any
)
time in the tr.lsts, to effectuate or ca..! out any plan for restrict-
ing the sale and/or fixing a valuation of t.'1ose securities which
form a portion of the trust estates, and to receive, purchase and
.
,'. .
EXIlIBI'r, "A"
-10-
.
"".,~.....~/.
;,0)
)
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.....,
'.
)
hold securil:ies subject to such covenanl:s and condil:ions.
(q) The Trustees may vote by proxY, all securil:ies
"
and may delegate to such proxy authority to Vote :orth~,benefil: of
. , . . " .::' ~'... -',-':O'l'.. , ;'..~' , . ' ..
the trusts in accordance with his own discretion. ,'The 'T~stees' may'~
.:..... 0 ".' '.... ."
join in a votbg trust or other similar arrangement p~rmi~ted by la~
and as often as may be deemed advantageous. ...:,:. ;~:;,.Y,<...~'~;';;::,~;"
: ' . ... ' . '~-' I. '
(r) The Trustees need nOI: est:abl~~h::~~;~~i~~-"~n~r~~~:'
"
to amortize the premium at which any investmenl: or" reinvestm~nt may
be purchased, received or held, unless they deem it wise.
(s) The Trustees may payout of t.'1e corpus or income
...
reeeived from ::he t::-.xst estates all e::cpenses of the trusts and all
taxes which may be properly assessed against the trust estates or
any benefiCiary t.'1ereof by any duly consti~~ted taxing authority.
(t) To pay, compromise, compound, adjust, submit to
arbitration, sell or release ani claims or demands of the trusts
against others or of others agains:: the trust on such tems as they
may deeM advisable, including the accepl:anceof deeds of real property
in satisfaction of bonds and mortgages, and to make any payments in
connection therewil:h which ~'llBY deem advisable.
(u) To execute and deliver any and all instruments
in writing and acknowledge which they :ll4Y deem advisable to carry
out any of the :oregoin:; powers. lio party to any such instrument
.
in wril:ing signed by the Trustees shall be obliged to inquire into
its validity, or be bound to see to the application by the Trustees
~ .
..-", , ~
EXHIBIT "A"
-11-
....
......
, '
.J
of any money or other propert7 paid or delivered 1:0 I:h~ by such party
'pur3uant to the terms of. any such instrumenl:.
(v) To engage at::orneys, accountants, agents, cus-
. '. .' . . ' ,'." .",0'
todians, clerks, i~esQnent counsel, real estateagenl:s, broker~',
and such
other persons as they may de~ advisab~e in I:he adm~"~stra_
. '. :: .:. . ",.:, :. :.:. "I '.;:".~; .:...:', ,.
hereby and to make such payments therefor
..~ :"':"'~'''''':''-:':.''':''.~'.~'''': .' .....;..
and to charge the 8.'Cpense thereof to
"
'- .... tion of the trusts c::-eated
. ",.., -'...
.... ." ,.,:-.:-" " '.
as they may deem reasonable,
.
income or prineipal as t.'1ey may dete::nine. and to delegate to sueh
persons any discretion whic:h they may dee!ll proper.
(w) To make contribution~ t~,charitable and religious
organizations or funds and all o~'1er organizations the contributions
to which constitute an income tax deduc::ion under the Federal Income
)
Tax law.
(x) To e.'tercise all power and aut.i.ority, including'
any discretion conferred in this' Trust Agre~enl:, after the te~ina-
tion of any trust created herein until t.i.e same is fully distributed.
(Y) For greater convenience, the assets of the trusts
herein created may be collllllingled in one or more funds and any assets
may be registered in the name of a nomi.."lee or nom:.nees and securities
may be held in bearer form.
5. The Trustees shall not be liable or rellponsible in any
way for any los:l or depreciation result:.ng from the purchase, L"tchanse,
retention or alteration of any security or other prope1:ty purchased,
)
exchanged, retained or altered by them in good faith"and in no event
EXHIBIT "A"
-12-
(IIIIIt
r""
"'), shaH the Trustees be liable for any error of judgment or for, anything
done or omitted to be done p~r~uant ,to any power herein given ezc:e1)l;:!
for t.'1eir own. wilful misconducl:. The Trustees have been given the'
discretionary powers conferred by this Article because the Settlor
believes that t.~e unrestricted exercise t.'1ereof by the Trustees, free
" '.' f~om the Po~sibilities of having their account surch~~~~d;f~; 'loss or
.", ,,"),.7- '",":: , , .,'.. " .' ;,::..;>;:~.:..; ,. ~
' deprecial:ion, will serve t.'1e best'interest of the I:rusts..'.
" .
."
"
ARTICU THIRD - ADDITIONS TO CORPUS
1. The Settlor shall have the righl: to convey and transfer
to, and deposit wit.~. or cause to be conveye~ and transferred to, and
deposil:ed with t.'1e Trustees any other or future real or personal prop-
,) ert..y or securities, which shall t.'1ereupon become a part of t.'1e corpus
of the several trusts and shall be held 1:y t.'1e Trustees upon l:.'1e same
terms and conditions as the property or security hereby transferred.
2. The T=ustees shall have l:.'1e righl: 1:0 accept foradminis-
tral:ion hereunder g;tts of property made to the trusts by others t.'1an
the Settlor. Such gi~ts may be made on te~s and conditions differenl:
than herein contained.
3. Whenever above or elsewhe:e in this instrument, refer-
ence is made to t.'1e trust property or trust estates, the parties intend
that il: shall apply, not only to t.'1e original corpus of the trusts but
to all changes t.~erein, the revenues derived t.'1erefrom and all rein-
) vestments and acquisitions of any kind at any I:ime held by the Truste\!s
EXHIBIT "A"
-13-
..
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hereunder and t.'1e powers granl:ed therein shall apply 1:.0 all such
property.
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ARTICLE FOURTH '- SPEm>rinun PR.OVISION ':"'::::~..
. .,. ".,", :. "" .:..~ ,',' ..
All income and/~r corpus payable t:~'a~Y'b~~~ficiary
" : .. :...', I,' ~ ", \:. '_ ," , .... " . ~ ': .
trusts, shall to the fullest 8.'Ctenl: pe:::nltl:ed b! .la~,';: .';',::::
. .'" '., . ....--'io..~.. .......... .. ",
clear of his or her debts, contracts, 'engageDien'bi'/~b~';~":'
, ,
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~der these
, .
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,':':' be free and
ligal:ions and antici?ations or ~'1ose of any other.person, and all
net ineome payable to any beneficiary hereunder shall be paid to him,
her or t.'1~ respectively, for his, her or their exclusive use and
" ..
benefit and his, her or t~eir recei?t alone from time to time, as
such income may becolIle due and payable, and not by way of anticipa-
":~ tion, shall be a suf::icient discharge for the same. It is intended
that all ineome and corpus payable to any beneficiary hereunder shall
not be in any way pledged, appropriated, disposed of or parted with
by anticipation before the same shall have accrued and become due and
payable, nor be Subject to 8.'Cecution, attachment or sequestration,
for the debts or lia~ilities of any person whatsoever.
.
ARTICLE FIFTH:-.ACCOUNTING BY ~'rRUSTEES'
1. The Trustees shall render to the Settlor and to the
beneficiaries annually: after they respectivQly attain !:heir major1~
an acccunting of all receipts and expenditures of each trust, setting
)
forth therein a detailed list of all the invest=ents of the trust.
- .'
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EXHIBIT "A"
.....
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ARTICLE SIXTIi - TRUSTEES
,,;"
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1. In the event of the inabilitj or failure of Richard
..... ':'.:
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Paul Valk to 'serve' or 'to continue to se'r;,e as Trustee, I"'d1Z~i:i:'.., '..'~~~!>.."
'. -
that such vacancy' shall not be filled ~~d Daupbin Depos~t:T~st ':',': '~,'
Company, its successors
, .
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or assigns, shall be and become the sole"" :'. '
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2. Any Trustee designal:ed herein lII4y re,sign by giving
wrir:,ten notice to the other Trustee and the adult beneficiaries
of the trusts, said notice 1:0 be sent by registered or certified
mail and such resignation shall become e:fee::ive t.'1irty (30) days
after the mailing of such notice.
')
bond or security for the performance of t.'1eir duties hereunder.
3. The Trustees shall not be required to furnish any
4. Whenever the word "T::'.lstees" is used in this Trust
Agreemenl:, it shall be construed to mean any and all Successor
Trustees.
ARTICLE SEV1::Nm - IR1U:VOc.\BU nwST
1. The Settlor hereby acknowledges and declares that
profiting by his experience that good years are followed by bad years,
that in I:he 8.'Cercise of caution and considering the possibilities of
changes in his future and especially in economic condil:ions that the
) trusts are created for the purpose of making certain financ:Ltl p:ovisions .
EXHIBIt' "A"
.
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.
-15-
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for !:he beneficiaries named herein wi!:h the purpose and inl:ent to
divest !:he Setl:lor of any and all beneficial inl:erest, in and of all
possession, dc~nion, and control of the property.
that the gifts evidenced hereby are, and are i~l:e~ded ~o be, l~~o~aii1e'"
" ,
and that this decision has been reached after full deliberation 'and ','
2. ,The Settlor hereby further acknowledges and dec,lares ,
" '
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consideration; and that in no evenl: shall this Trust Instrumenl: be "
eot1Strued as authorizing or empowering the Settlor, ei~her wi!:h or
wi~hout aetion of the Trustees, to reinvest himself expressly or by
opera~ion of law, of t.'1e beneficial title of all or any part of the
trust property or its revenue.
"
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3. :he Settlor shall have no power eit.~er alone or in con-
junction wi~~ any other person or persons to change the beneficiaries
or to alter, ame."1d, modify, revoke or te:::n:!.nate this iustrument in
any way, excep t to make addi~ions to the corpus.
ARTICLE EIG'dTH - Gova'UNG LAW
1. This T~st Agreement shall be construed according to
!:he laws of the Commonwealt.'1 of Pennsylvania, where it is made and
where it is to be enforced.
ARTICLE NINTH - TRUSTEES I ACCEPTANCE
1. The Truiitees, by joining in t.'1e 8.'Cecution hereof, ack-
nowledge the receipt of said trusts and signify their acceptance of
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!:he I:rusts hereby granted.
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EXHIBIT "A"
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Let's look at a Second example:
Bernard B Oulllved his 'Nlfe, and now has three Chil-
dren and several grandcnlldren, ihe cnildren are
dOing well. Mr, 8, wants his grandChildren to have
the advantage of his prOQerw when thev..ue. .aId
enouqh 10 manaqe therr own finanCial affairs. In
dOaltlon, ne wants nls money :0 oe avallaole to his
children, should anyone ot them ever need it,
The answer, again, is a trust, Mr, 8, can prOVide
in his Will that his property is to oe held in trust for
the grandChilduln. The trustee will be authorized 10
make payments to the children, should the need
arise, The trustee's main jOb will be to invest Mr,
8,'s funds wisely, accumulating an even larger fund
for the grandChildren,
Charles C has a variety of assets, By funding a sin-
gle trust in his wJil with insurance proceeds, relire,
ment plan interests, and investments, his assets
would be unified, He could direct his assets, by way of
the trust, to accomplish'spec:fic purposes, or help
speCific persons Under certain conailions, College ed,
ucation far a grandchild, MUSIC lessons tor a talented
niece, Medical bil/s of a speciai relallve, A car on the
Occasion of a gOdson's graauatlon, A loan toward the
purChase of a business, Trusts can be deSigned for
specific circumstances, or they can be I/exible,
Reasons For
A Corporate Trustee
A corporate trustee is usually named for two pri-
mary reasons:
(1) corporate trustees have personnel who
specialiZe In investments:
(2) a ,COrporate trustee-and only a corporate
trustee-provides assurance of continuing
service for the remainder of the surviving
spouse's life.
Other important reasons lhat move many family
heads to select a corporate trustee, rather than a
trusted relative or business partner, include the
practical, experience, finanCial responsibility, and
Impartiality of the corpOrate trustee, Sut most im.
po~ant of all is lhe assured continuity and perm a-
-2-
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nence of such an institution, An individual, any
individual, is subject to unexpected iI/ness, acci.
dent, and even dealh, None of lhese risks affect
our service because we are not dependent upon
a single individual, Should any member ot ourstatf
be unavailable for any reason, another individual
stands ready to step into his, Or her, shoes.
The person who places his or her estate in, trust with
us is nOI concerned about today or tomorrow. Estate
planning is advance planning, Trusts are for people
WhO are concerned about what may happen as limit
passes-people who have enough foresight to know
that unexpected Irials and tribulations may befall fam.
i1y me moers, irusts are for long. range caring,
1
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A Trust Is Not
Prefabricated
A trust is planned and 'Norded specifically with
your property, and the needs of your family, in
mind, Your finances. the members of your family.
ana their fUlures will be ditferent in many respects
from olher families', The trust that you plan with
our experienced help and the counsel of your
attorney can, in most instances. provide the best
assurance to your family that the same type of
practical financial prOtection which you provide
now will always be avaifable,
When you name us as your trustee, you are telling
us, in essence: "I am Irusting YOu'Wnn the future man-
agement of my property, I am relying on your integrity,
experience and jUdgment fOr the sole purpose ot pro-
viding my family with financial security and freedom
from unfamiliar responsibilities,"
We do not accept such responsibility IIohtiy, When
we are named as a Irustee, we are ~ommllted to fully
carrying oul your intentions,
Benefits Of A Trust
A family trust in your Will can provide three pri-
mary benefits:
(1l Managementlhat will assure maximum fl.
nancial security for beneficiaries of the
trust,
-3-
EXHIBIT "I!"
~
4 , "
(2) Preservation or growrh of Ihe value of Ihe
trust assels, Keeping :axes and other costs
10 the minimum is part 01 this task.
(3) Fiexibiiity that is essential to deal success.
fully with unpredictable future events.
Management, Professional trust management
can provide continuing supervision for property
Ie It to a financially inexperienced beneficiary, Such
supervision is of obvious importance it lhe paten.
tlill beneficiary (or beneficiaries) is a minor-a
child or grandchild, for example. Although the
Importance of immediately. available professional
management may be less aoparent in the casa 01
a surviving Spouse, it is no less real, In most cases,
protective trusts for spouses are simply a recogni.
tlon of lhe Spouse's financial inexperience: lhe
management skills of lhe professional trustee,
combined with the property ;tself, create a legacy
Ihat will truly provide for the spouse's iong.term
support.
It has been our experience that many surviving
spouses prafer the financial security of profes.
sional trust services, The oeneflciary who has no
baCkground in investments is often burdened-not
, relieved-by the SUdden acquiSition of a large sum
of cash and/or securities,
Example: Oonna O's husoand had always super.
vised all financial matters, After her huSband died.
Mrs, 0 was unprepared to assume a new set of duties,
, Fortunately, a trust continued :0 supervise her invest.
ments-just as her husband had, Moreover, Mrs, 0
had a simple and truthful answer to those who ap.
proached her for loans or with risk "opportunIties,"
Her husband had specified thatlhe trust was to be for
Mrs, O's exclusive bent"!'
Preservation or Growth, It your Will names us
as your trustee. we will provide continuous, highly
qualilled management for your property as long as
lhe trust is in effect. whether tor one or more gen-
etations.
Our officers and staff members are carefutly
chosen for character, ability, and financial jUdg.
ment. As your trustee. it wtli oe our responsibility
-4-
. . .
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to manage your assets in accordance with lhe
terms of the trust, and with prudence.
This does not mean, however, lhat we will con.
fine trust investments to government bonds, or
similar "safe" investments, unless your trust pro-
visions direct us to do so, If investment decisions
are teft 10 our discretion, we will maintain a car&-
fully balanced and diversified program. based on
lhe group jUdgment of a committee of senior ex.
ecutives,
Flexibility, Trust principal can readily be made
avaiiable tor the special needs of beneficiaries.
Our investment policy changes as circumstances
change, and to meet the needs of present and
future beneficiaries. If there are several benefi-
ciaries of the trust, it is often advisable to give the
trustee authority 10 distribute income and prinCipal
among lhe beneficiaries in accordance with their
individual economic needs,
A trust under your Will not only ,assures finan-
cial protection for your primary beneficiary (most
likely, your spouse), but may have special value if
minor children. or grandchildren. become primary
beneficiaries in iater years, A trust that is to con-
tinl/e for their benefit may save lhe cost and incon.
venience of a financial guardian and also provide
greater flexibility in the use of funds for their
maintenance and educations,
Federal Estate Tax
After 1986, estates valued at S600,OOO or less will
not be SUbject to Federal estate tax, In tOday's
dollars. S600,OOO may seem substantial enough:
but twenty-or even ten-years from now. inflation
may very well push many families back up into
taxable brackets-and the minimum tax (on every-
thing over S600,OOO) is 37%, It would be extremely
shortsighted for any individual to totally ignore
available methods for reducing Federal estate tax.
even though the need may seem remote at this
time.
An estate left outright to successive benefl.
ciaries-perhaps a WIfe, children, grandchildren-
-5-
EXHIBIT "En
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COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
In The Court of Common Pleas of
Cumberland County, Pennsylvania
No. 21-94-148
Complain t in Orphans Court
Division and Notice
Randall L. Valk
VS
Dauphin Deposit Bank ~nd TruAt
Company, a Division of Dauphin
Deposit Corporation and Richard P. Valk
Robert L. Fink, Deputy Sheriff, who heing duly sworn according
to law, says that on February 18, 1994 at 8:50 o'clock A.M., E.S.T., he
served a true copy of the within Complaint in Orphans Court Division and
Notice, in the above entitled action, upon the within named defendant, to'
wit: Dauphin Deposit Bank and Trust Company, a Division of Dauphin Deposit
Corporation, by making known unto Tamy Owen, Customer Service Representative,
at 2 West High Street, Carlisle, Cumherland County, Pennsylvania, its contents
and at the same time handing to her personally the said true and attested
copy of the same.
Dav id Rudy, Deputy Sheriff, who being duly sworn according to
law, says that on February 22, 1994 at 2:25 o'clock P.M., E.D.T., he served
a true copy of the within Compl.aint in Orphans Court Division and Notice,
in the above entitled action, upon the within named defendant, to wit:
Richard P. Valk, by making known unto Ted Valk, adult in charge, at
66 East Main Street, New Kingston, Cumberland County, Pennsylvania, its
contents and at the same time handing to him personally the said true
and attested copy of the same.
Sheriff's
Docketing
Service
Surcharge
;:;;]~~
R. Thomas Kline, Sheriff
Byfi:~?P~
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BY / / i1 /
De uty ff ~" 71 ?J.~.
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Costs:
18.00
3.92
4.00
25.92
Pd. by Atty.
2-23-94
Sworn and Subscribed to Before Me
This nlLDay of1:J:jJi""'~"6
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RANDALL L. VALK,
PLAINTIFF
IN THE COURT OF COMMON PLEAS OF
CUMBER~ND COUNTY, PENNSYLVANIA
V.
DAUPHIN DEPOSIT BANK
AND TRUST COMPANY, a division :
of DAUPHIN DEPOSIT CORPORATION:
and RICHARD p, VALK,
DEFENDANTS 21-94-148 ORPHANS' COURT DIVISION
ORDER OF COURT
AND NOW, this 17th day of July, 1995, the preliminary objection of Dauphin
Deposit Bank and Trust Company and Richard Valk to the "Complainf' filed by
plaintiff, IS SUSTAINED. The Complaint, IS DISMISSED. A proceeding such as
envisioned by plaintiff In its complaint must be commenced In the Orphans' Court by
a petition for the Issuance of a citation, In re: Estate of Freedman, 307 Pa, Super.
413 (1982).
The court lacks jurisdiction over the complaint.
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21.94-148 ORPHANS' COURT DIVISION
plaintiff In Its complaint must be commenced In the Orphans' Court by a
petition for the issuance of a citation, In re: Estate of Freedman, 307
Pa, Super, 413 (1982), The court lacks jurisdiction over the complaint.
Plaintiff filed a direct appeal to the Superior Court of Pennsylvania from that order,
This opinion Is filed pursuant to Pa, Rule of Appellate Procedure 1925,
The Orphans' Court has exclusive jurisdiction over both testamentary and Inter
vivos trusts. Horner v. First Pennsylvania Banking and Trust Co., 412 Pa. 72
(1963). In In re: Estate of Freedman, 307 Pa, Super, 413 (1982), the Superior Court
of Pennsylvania stated:
The legislature has mandated that such proceedings in Orphans' Court
be commenced by a petition for issuance of a citation, 20 Pa,C,S, ~
761; see also Hicks Estate, 414 Pa, 131, 199 A.2d 283 (1964); Righter
Estate,55 D, & C,2d 453 (1972), (Emphasis added).
A proceeding in the Orphans' Court adequately protects all with Interests in a
trust. In re: Estate of Freedman, supra.1 Since the Superior Court has held that
the legislature has mandated that the institution of proceedings in the Orphans' Court
1, In Freedman, plaintiff filed a complaint in the civil division of Allegheny
County. The complaint was transferred to the Orphans' Court division, Plaintiff
averred that a trustee had mismanaged trust funds, Plaintiff sought compensatory
, and punitive damages for a class consisting of all those who had an Interest In the
common trust. The Orphans' Court struck a punitive damage claim and struck the
complaint with allowance to plaintiff to properly file a petition for the issuance of a
citation. The Superior Court held that, "A class action is inappropriate for
proceedings before the Orphans' Court division," It affirmed the oreler of the Orphans'
Court while quashing an appeal from the striking of the punitive damage claim as
interlocutory,
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place entirely irrelevant allegations of fact in the nature of spurious accusations about the
management of the Trust at issue in this case by Dauphin Deposit and Richard p, Valk,
Petitioner has provided 110 record citations to the "facts" provided to the Court,
There is no truth to the facts averred, Moreover, the unsupported accusations have nothing
whatsoever to do with the Petition For Accounting, The only conceivable issue that is
relevant to the accounting (which, as noted; has been agreed to by both Dauphin Deposit and
Richard p, Valk), has to do with the allegation by Petitioner that Dauphin Deposit may not
delegate responsibility for the accounting to Richard p, Valk. Neither Dauphin Deposit or
Richard p, Valk has indicated an intent to do so, and certainly, that issue could have been
discussed before the Court and certainly did not require briefing,
Furthennore, the request for an "annual" accounting makes no sense, If the request
is aimed at annual accountings going forward, it is clear from the tenns of the Trust itself,
that the Trust has tenninated because Randall Valk and all other beneficiaries have
indisputably r~ached the age of thirty-one and, accordingly, there is no accounting to be
accomplished going forward. If the request for an annual accounting is aimed at past years,
the request is unreasonable, The Trust has never consisted of anything other than stock
certificates. There was no investing, sales, purchases, or any other matter to be accounted
for on an annual basis, At this point, all that Randall Valk needs to accomplish is to pick up
his stock certificates. Nevertheless, to avoid further litigation, Richard p, Valk and Dauphin
Deposit agreed to provide an accounting to Randall Valk,
It is painfully obvious that Randall Valk's sole purpose in filing this "Brief" was to
place unsupported accusations about Dauphin Deposit and Richard p, Valk before the Court
ill an improper attempt to give the Court an unfavorable view of the Respondents, In short,
this Court should strike Petitioner's Brief altogether, inasmuch as it is nothing more than a
blatant, opportunistic attempt to present the Court with unsupported and unfair factual
accusations about Dauphin Deposit and Richard p, Valk,
m. CONCLUSION
For the reasons set forth above, Richard p, Valk respectfully requests that this Court
strike the Brief in support of Petition for Accounting filed by Petitioner in this matter,
Respectfully submitted,
ECKERT SEAMANS CHERlN & MELLOTT, LLC
By:
J es J,
Supreme ourt 1.D. No, 2158
Bridget E, Montgomery, Esquire
Supreme Court 1.D, No. 56105
213 Market Street, 8th Floor
Harrisburg, PA 17101
(717) 237-6000
Attorneys for Defendants
DATED: Jlme 2, 1999
3
CERTIFICATE OF SERVICE
I, Bridget E, Montgomery, hereby certify that I am this day serving a copy of
the foregoing Response upon the person(s) and in the manner indicated below, which service
satisfies the requirements of the Pennsylvania Rules of Civil Procedure, via hand delivery
and via facsimile, to:
Michael L, Bangs, Esquire
302 South 18th Street
Camp Hill, PA 17011
David W, Deluce, Esquire
JOHNSON DUFFIE STEWART & WEIDNER
301 Market Street
Lemoyne, PA 17043
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DATED: June 2, 1999
IIlBl9,I
APR 0 S 1999P'
RANDALL L V ALK,
PlaintifflPetitioner
vs,
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)
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NO, 21.95.612
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
ORPHANS' COURT DIVISION
DAUPHIN DEPOSIT BANK AND
TRUST COMPANY, a division of
DAUPHIN DEPOSIT CORP" and
RICHARD p, VALK,
Defendants/Respondents
ORDER
AND NOW this
day of
, 1999, upon review of
Petitioner's request to make the Rule previously issued in this case absolute, that request is '
hereby GRANTED,
The Respondents, Dauphin Deposit Bank and Trust Company, a division of Dauphin
, Deposit Corporation, and Richard p, Valk, are hereby ordered and directed to provide a full and
complete accounting, on an annual basis, for the Paul Valk Trust, from its inception forward
within ten (10) days of the date of this Order,
BY THE COURT,
KEVIN A, HESS, J.
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August 24. 1999
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VIA HAND DELIVERY
Hlrlidlll~
Mary C, Lewis, Clerk
Orphan's Court Division
Court of Common Pleas
Cumberland County
One Courthouse Square
Carlisle. PA 17013-3387
l'iw'IIIWIt
Re:
Valk v, Valk, et 01,: No, 21-95-612
HOS!llfI
l.jlr, l.lllldrrdllf,'
Dear Ms, Lewis:
Pltit'lrfd"l1i'J
We are transmitting with our messenger the original and three (3) copies of
Richard p, Valk's Answer to the Petition of Randall Valk for Consolidation of
Hearing, Please date-stamp the additional copies and return them with our
messenger, Thank you for your assistance in this matter,
If1'JWhll11,,~,
If-{uhillgt\lIJ,/JC.
Very truly yours.
BEM:jaJl
Enclosure
cc: Michael L, Bangs, Esquire
David W, Deluce, Esquire
lames I, Kuttz, Esquire
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Ei:KtRTSEAMANS
Bridget E, Montgomery
717,237,6054
bun@escm,com
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